MHP S.A. Announces Increase In Early Tender Offer Consideration

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

News provided by

MHP S.A.

Apr 24, 2017, 12:47 ET

LONDON, April 24, 2017 /PRNewswire/ -- Further to its announcement on 18 April 2017, MHP S.A. (the "Company") announces that it is modifying the Early Tender Offer Consideration (as defined below) relating to its invitation to the holders (the "Noteholders") of its U.S.$750,000,000 8.25% Notes due 2 April 2020 (the "Notes") to tender for purchase for cash up to U.S.$350,000,000 aggregate principal amount, such amount to be increased or reduced at the Company's sole discretion (the "Maximum Acceptance Amount") of outstanding Notes, subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions, including the Financing Condition (as defined below), set forth in a tender offer memorandum dated 18 April 2017 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum") in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer". Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

The Company announces that it is modifying the Early Tender Offer Consideration to U.S.$1,037.50 for each U.S.$1,000 of Notes validly tendered, not validly withdrawn and accepted for payment pursuant to the Tender Offer. All other terms and conditions, including the Financing Condition, of the Tender Offer, remain as set forth in the Tender Offer Memorandum.

This announcement does not constitute an offer to acquire any of the Notes, which is being made solely pursuant to the Tender Offer Memorandum. Noteholders are advised to read the Tender Offer Memorandum for full details of, and information on, procedures for participating in the Tender Offer. Copies of the Tender Offer Memorandum are available, subject to offer and distribution restrictions, on the Tender Offer Website: https://sites.dfkingltd.com/mhp.

Description of the
Notes

Regulation
S Notes

Rule 144A
Notes

Outstanding
Principal
Amount

Early Tender
Offer
Consideration

Tender Offer
Consideration

Amount subject
to the Tender
Offer

Per U.S.$1,000

U.S.$750,000,000 8.25% Notes due 2 April 2020

Common Code 078395044 / ISIN: USL6366MAC75 / CUSIP: L6366MAC7

Common Code 078395079 / ISIN: US55302TAC99 / CUSIP: 55302TAC9

U.S.$750,000,000

U.S.$1,037.50

U.S.$997.50

Up to U.S.$350,000,000 aggregate principal amount of the Notes⁽¹⁾ (the "Maximum Acceptance Amount")

(1) Such amount to be increased or reduced at the Company's sole discretion. The final Maximum Acceptance Amount will be announced on the Early Results Announcement Date, which is expected to be on the day following the New Notes pricing.

For Further Information

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the Tender Offer can be obtained from:

The Joint Dealer Managers

Requests for information in relation to the Tender Offer should be directed to:

J.P. Morgan Securities plc

Telephone: +44 20 7134 2468

E-mail: [email protected]

Attention: Liability Management

ING Bank N.V., London Branch

Telephone: +44 20 7767 5107

Email: [email protected]

Attention: Global Debt Syndicate

The Information and Tender Agent

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction or submission should be directed to the Information and Tender Agent.

D.F. King Limited
Email: [email protected]
Tender Offer Website: https://sites.dfkingltd.com/mhp

SOURCE MHP S.A.