13:32 04.08.2015

Oschadbank agrees to re-profile its $1.2 bln loan participation notes

3 min read
Oschadbank agrees to re-profile its $1.2 bln loan participation notes

State-run Oschadbank has agreed to re-profile its 2016 and 2018 $1.2 billion loan participation notes, the bank said in a statement after a noteholders vote on August 3.

"Holders of the U.S.$700,000,000 8.25% Loan Participation Notes due 2016 issued by SSB No.1 PLC and the U.S.$500,000,000 8.875% Loan Participation Notes due 2018 issued by the same issuer approved the relevant Extraordinary Resolutions set out in the consent solicitation memorandum dated July 6, 2015 at the noteholders' meetings that took place on August 3, 2015, by majorities of 99.92% and 99.69% of the votes cast (which excludes, in the case of the 2018 Notes, holders who abstained from voting), with quorums of 93.65% and 92.61%, respectively," the bank said in a statement.

It was agreed that the 2016 notes will be amended to provide for, inter alia, a maturity extension by seven years to March 10, 2023, a coupon increase to 9.375% per annum and an amortization profile pursuant to which (a) 60% of the principal amount of the 2016 notes will be redeemed on March 10, 2019 and (b) the remaining principal amount of the 2016 notes will be redeemed in eight equal semi-annual installments starting on September 10, 2019, with the final repayment being due on March 10, 2023.

The 2018 notes will be amended to provide for, inter alia, a maturity extension by seven years to March 20, 2025, a coupon increase to 9.625% per annum, and an amortization profile pursuant to which (a) 50% of the principal amount of the 2018 notes will be redeemed on March 20, 2020 and (b) the remaining principal amount of the 2018 notes will be redeemed in 10 equal semi-annual installments starting on September 20, 2020, with the final repayment being due on March 20, 2025.

Additionally, holders of $167,086,000 of the 2016 notes will exchange their interests in the 2016 notes for interests in the 2018 notes, while holders of $171,195,000 of the 2018 notes elected to exchange their holdings for interests in the 2016 notes. Therefore, holders of the 2016 notes who opted for the exchange will be satisfied in full while holders of the 2018 notes who opted for the exchange will only be able to exchange 99.64% of the amount they submitted for the exchange. The pro rata allocation percentage to be applied to holders of the 2018 notes participating in the exchange mechanism is calculated without taking into account holders who will not be eligible to participate in the optional exchange mechanism because the allocation of 2016 notes to such holders (whether after or before applying the pro rata allocation percentage) would result in them holding less than the minimum denomination of $200,000.

"The successful debt re-profiling of Oschadbank bodes well not only for the bank, but also for the whole country," chairman of the bank's management board Andriy Pyshny said.

The implementation of the re-profiling is subject to approval by the National Bank of Ukraine. The expected date for occurrence of the effective date will be announced in due course.

The Bank was advised by Lazard Frères as financial advisor. White & Case LLP and Sayenko Kharenko acted as legal advisors to the Bank. The Ad-Hoc Committee was advised by Dechert LLP as legal advisor.

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