Prumo Participações e Investimentos S.A. Updates on Consent Solicitation
Recently, Prumo Participações e Investimentos S.A., a Brazilian corporation, achieved notable success regarding its solicitation for consents, which relates to its outstanding 7.500% Series 2019-1 Senior Secured Notes. This solicitation aimed to amend the definition of "Change of Control Event" in the indenture regulating these notes.
Details of the Successful Solicitation
As of the specified time on a recent date, holders representing a majority of the aggregate principal amount of the Notes confirmed their consents to the proposed amendment. This amendment is particularly significant as it allows for the indirect sale of all shares of the Issuer to 3Point2 Investimentos em Logística Ltda. and Banco BTG Pactual S.A., without triggering a Change of Control Event.
Background on the M&A Transaction
In an important development, Prumo Logística S.A., a key player in the transaction, reached an agreement to divest its entire direct interest in FP NewCo S.A. This action means it will no longer hold indirect ties to the Issuer, paving the way for an M&A transaction involving 3Point2, a fund with backing from BTG. It is important to note that the closing of this M&A Transaction is contingent on various requirements, which include necessary regulatory approvals.
Next Steps After Approval
With the required consents being secured, plans are underway for the Issuer and the Indenture Trustee to formalize a supplemental indenture. This supplemental document will be operational immediately upon execution and will apply to all holders of the notes upon the settlement date, irrespective of whether they opted to provide consent.
Payment Details for Consent Holders
The consent solicitation process has reached a critical deadline, after which any previously delivered consents cannot be revoked. In line with this, 3Point2 has committed to disbursing cash payments determined by the consent solicitation terms. Specifically, a payment of US$2.50 for every US$1,000 of the outstanding notes representing the valid consents will be administered. Should any terms fail to be met, including those related to the M&A Condition, the corresponding payments will be forfeited.
Contact for Inquiries
Banco BTG Pactual S.A. acted as the central solicitation agent and remains available for inquiries concerning the consent solicitation. They can be reached directly by phone or via email to assist with any questions regarding this process.
Additional Contacts
Should you need more information, D.F. King & Co., Inc. serves as the information agent and is prepared to field questions about the solicitation. Individuals can reach out to them through their designated telephone numbers.
Frequently Asked Questions
What is the significance of the consent solicitation?
The consent solicitation allows Prumo to amend the definition of Change of Control Event, impacting potential ownership transfers.
What does the successful consent solicitation mean for investors?
It indicates that most investors support the proposed changes, ensuring smoother transaction processes moving forward.
Who is responsible for the consent payment?
The responsibility for the consent payment lies solely with 3Point2, not with the Issuer itself.
What happens if the M&A conditions are not met?
If these conditions are unmet, the consent payment will not be given, even to those who provided their consent.
How can stakeholders get more information?
Stakeholders can contact either Banco BTG Pactual S.A. or D.F. King & Co., Inc. for inquiries related to the consent solicitation.
