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MHP S.E. - Tender Offer (Dec 2023) - Launch

MHP S.E. ANNOUNCES INVITATION TO PURCHASE NOTES FOR CASH - XS1577965004 - US55302TAD72

12 DECEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


(Scroll down for results of previous offer on the same ISINs)


MHP S.E. (the “Company”) has today launched an invitation to the holders (the “Noteholders”) of its 7.75% Guaranteed Notes due May 10, 2024 (the “Notes”) to tender for purchase for cash any and all of the U.S.$349,203,000 aggregate principal amount of Notes outstanding (which represents all 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 December 12, 2023 (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.”

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Rationale for the Tender Offer


The purpose of the Tender Offer is to proactively and prudently address the Company’s indebtedness under the Notes in advance of their maturity on May 10, 2024 in the context of the ongoing war in Ukraine (the “War”) and associated operational and financial risks. The Company (together with its subsidiaries, the “Group”) is able to do so by utilizing financing being made available to the Group by major international development finance institutions for such purposes and the Company’s existing cash resources.


The Group previously conducted a tender offer in relation to the Notes that ended on November 8, 2023 (the “Fall 2023 Tender Offer”), pursuant to which Noteholders tendered U.S.$150,797,000 in aggregate principal amount of Notes, which were subsequently delivered to the Trustee for cancellation. The Group extends its sincere gratitude to Noteholders who participated in the tender offer.


Following the Fall 2023 Tender Offer, the Group continued considering various options with respect to the remaining U.S.$349,203,000 in outstanding principal amount of the Notes, taking into account the Group’s liquidity position and prospects for future access to capital. The Board of Directors has approved a liability management strategy to repurchase and cancel all of the remaining outstanding Notes prior to maturity, whether by means of public or private transactions.


Since the conclusion of the Fall 2023 Tender Offer, the Group has also continued maintaining dialogue with its Noteholders. As part of those discussions, the Group has received indications of interest from Noteholders holding in excess of 10% of the current outstanding principal amount to sell their Notes for cash to the Group. In accordance with the Group’s longstanding commitment to treat all of its creditors fairly and equitably, the Group has decided to extend this follow-on tender offer in order to give all of the Noteholders the opportunity to take advantage of the Group’s current liquidity position.


Following the completion of the Fall 2023 Tender Offer, the Group has observed the market price of its Notes undergo substantial appreciation, with the Notes consistently trading at a price in excess of 90% of its par value. As such, the Group has set the Early Tender Offer Consideration for this followon tender offer with a reference to the prevailing market trading price of the Notes. As outlined above, the Group expects the aforementioned Noteholders that previously expressed their interest in the sale of the Notes to participate in this tender offer, accordingly.


The Group reiterates its appreciation for the engagement and support that Noteholders have extended to the Group in what remains an extremely volatile environment."


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****SEE PREVIOUS OFFER BELOW****

 

MHP SE ANNOUNCES RESULTS OF TENDER OFFER - XS1577965004

09 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"Further to its announcement on September 25, 2023, MHP SE (the “Company”) today announces that (i) the aggregate principal amount of the Company’s 7.75% Notes due May 10, 2024 (the “Notes”) validly tendered by the holders (“Noteholders”) pursuant to its previously announced cash tender offer (the “Tender Offer”) remains unchanged following the Early Tender Deadline , (ii) the Company has accepted for purchase all validly tendered Notes as set forth in the table below and (iii) the aggregate principal amount of Notes outstanding following completion of the Tender Offer is set forth in the table below. The Tender Offer was made on the terms and conditions as set forth in a tender offer memorandum dated September 25, 2023 (the “Tender Offer Memorandum”) in accordance with the procedures described therein. Capitalized terms used but not otherwise defined in this announcement have the same meanings given to them in the Tender Offer Memorandum.



On November 10, 2023 (the “Payment Date”), on the terms and subject to the conditions in the Tender Offer Memorandum, Noteholders who validly tendered their Notes will be paid the consideration of U.S.$850 per U.S.$1,000 principal amount of Notes."


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MHP SE ANNOUNCES EXTENSION OF TENDER OFFER

26 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"MHP SE (the “Company”) today announces to the holders (“Noteholders”) of the Company’s U.S.$500,000,000 7.75% Notes due May 10, 2024 (the “Notes”) in relation to the Company’s previously announced cash tender offer (the “Tender Offer”) that the Expiration Deadline, which was previously scheduled for 11:59 p.m. (New York City time) on October 26, 2023, will now be extended to 11:59 p.m. (New York City time) on November 8, 2023, unless further extended. Tenders of the Notes received to date may not be withdrawn. Noteholders that validly tendered their Notes at or prior to the Early Tender Deadline (and provided such tender was received by the Tender and Information Agent at or prior to the Early Tender Deadline), will be eligible to receive the Early Tender Offer Consideration.


After giving effect to the extension described above, the Company anticipates that the Payment Date will be on or about November 10, 2023, the second business day after the Expiration Deadline, subject to all conditions to the Tender Offer having been satisfied or waived by the Company.


The Company would like to notify the Noteholders that as of 11:59 p.m. (New York City time) on October 25, 2023, the number of valid tender instructions from Noteholders remains unchanged since the announcement of Early Tender results on October 9, 2023. The Company extends its sincere gratitude to all Noteholders who have participated in the Tender Offer to date.


The extension of the Tender Offer enables the Company to receive the funds pursuant to its utilization requests submitted to its IFI lenders."


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MHP SE ANNOUNCES RESULTS OF EARLY TENDER DEADLINE

09 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"MHP SE (the “Company”) today announces that holders (“Noteholders”) of the Company’s U.S.$500,000,000 7.75% Notes due May 10, 2024 (the “Notes”) validly tendered and did not validly withdraw U.S.$150,797,000 in aggregate principal amount of Notes on or prior to 5:00 p.m. (New York City time) on October 6, 2023 (the “Early Tender Deadline”), or approximately 30.2% of outstanding aggregate principal amount of the Notes, pursuant to the Company’s previously announced cash tender offer (the “Tender Offer”). The Company extends its sincere gratitude to all Noteholders who have participated in the Tender Offer to date. "


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"Subject to satisfaction of the Financing Condition, the Company expects to accept for purchase all of the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline.


The Tender Offer will finally expire at 11:59 p.m. (New York City time) on October 26, 2023, unless extended (such time and date, as the same may be extended, the “Expiration Deadline”)."


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MHP S.E. ANNOUNCES INVITATION TO PURCHASE NOTES FOR CASH

25 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"MHP S.E. (the “Company”) has today launched an invitation to the holders (the “Noteholders”) of its U.S.$500,000,000 7.75% Guaranteed Notes due May 10, 2024 (the “Notes”) to tender for purchase for cash any and all of the U.S.$500,000,000 aggregate principal amount of Notes outstanding, 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 September 25, 2023 (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."


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"The Company will conduct a call for Noteholders to discuss the transaction rationale and objectives at 10:00 a.m. (New York City time) / 3:00 p.m. (London time) on September 25, 2023 (the “Noteholder Call”). The Noteholder Call will be conducted for the benefit of holders of the Notes only. Noteholders can participate in the Noteholder Call by contacting the Dealer Manager and confirming their holdings in order to obtain details."


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"Rationale for the Tender Offer


The purpose of the Tender Offer is to proactively and prudently address the Company’s indebtedness under the Notes in advance of their maturity on May 10, 2024 in the context of the ongoing war in Ukraine (the “War”) and associated operational and financial risks. The Company (together with its subsidiaries, the “Group”) is able to do so by utilizing financing expected to be made available to the Group by major international development finance institutions for such purposes and the Company’s existing cash resources."


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