Mastellone Hermanos S.A. Announces Interest Rate For, As Well As Amendment Of Certain Terms Of, Its Series F Notes Due 2021

BUENOS AIRES, Argentina, June 23, 2014 /PRNewswire/ -- Reference is made to the offer to purchase and exchange, dated June 4, 2014, as amended on June 17, 2014 (the "Offer to Purchase and Exchange") with respect, inter alia, to the offer to exchange certain of its indebtedness for its Series F notes due 2021 (the "Series F Notes") to be issued under the note program of Mastellone Hermanos S.A. (the "Company").  Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase and Exchange. 

The Company announced on June 23, 2014 that the interest rate for the Series F Notes has been set at 12.625%.

The Company also announced on June 23, 2014 the following changes to the terms of the Series F Notes as described under the heading "Description of the Notes" of Annex A to the Offer to Purchase and Exchange:

(i) All subsidiaries of the Company, whether existing as of the Original Issue Date, or created or acquired after the Original Issue Date will be Restricted Subsidiaries, and, until the Series F Notes have been repaid in full, the Company will not be entitled to own, acquire or create Unrestricted Subsidiaries.  The section "Description of the Notes" shall be revised accordingly.

(ii) The Consolidated Indebtedness Ratio of the Company under item (2) of the definition of Limitation on Indebtedness shall be as follows: "Limitation on Indebtedness.  (a) (i) We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee or otherwise become liable with respect to, to which we refer collectively as "incur," any Indebtedness (including without limitation Acquired Indebtedness), and (ii) we will not permit any Restricted Subsidiary to issue (except if issued to or owned beneficially and of record by us or any Subsidiary Guarantor) any Preferred Stock; provided that (x) we and the Restricted Subsidiaries may incur Permitted Indebtedness and (y) we and the Restricted Subsidiaries may incur Indebtedness if, after giving effect thereto, (1) our Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.75 to 1.00 and (2) our Consolidated Indebtedness Ratio on the date thereto would be no more than 3.00 to 1.00 determined on a pro forma basis as if the incurrence of such additional Indebtedness, and the application of the net proceeds therefrom, had occurred at the beginning of the four-quarter period used to calculate our Consolidated Fixed Charge Coverage Ratio".

(iii) The "Applicable Number of Basis Points" shall be 50 basis points.

(iv)  Optional Redemption of the Series F Notes by the Company can occur at the following redemption prices, expressed as percentages of the principal amount thereof, together with any accrued and unpaid interest thereon, if redeemed during the twelve‑month period commencing on the appropriate period of any year set forth below:

(v) Upon a change of control, holders of the Series F Notes will have the right to require the Company to offer to purchase the Series F Notes at a price equal to 106.313% of the aggregate principal amount of the Series F Notes, plus accrued and unpaid interest thereon (and additional amounts) through the purchase date.

(vi) For the avoidance doubt, the following parenthetical shall be added to the item (vii) of the definition of EBITDA: "(vii) extraordinary results "(but excluding, for the avoidance of doubt, any gain or extraordinary gain excluded from the definition of Consolidated Net Income)".   

We have engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. to act as dealer managers in the United States of America, Bondholder Communications Group, LLC to act as Information and Exchange Agent and Banco Santander Rio S.A. as Administrative Agent.

The offer to exchange is being made only to holders who have properly certified to the Information, Tender  and Exchange Agent that they are (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws; or (ii) a "non-US Person" (as defined in Regulation S under the Securities Act), and if in any member state of the European Economic Area which has implemented Directive 2003/71/EC (the "Prospectus Directive," which term includes amendments thereto, including Directive 2010/73/EU), a "qualified investor" (as defined in the Prospectus Directive).

Informational documents relating to the Offer, including but not limited to the Offer to Purchase and Exchange, will only be distributed to eligible investors who submit the certification described above.  If you would like to submit the certification, please log-into the website www.bondcom.com/mastellone. Eligible investors will then receive via e-mail a personalized password granting them access to the Offer to Purchase and Exchange.  Alternatively, please contact the information agent Bondholder Communications Group, LLC, Attention: Martha Herrera, E-mail: [email protected], Telephone in USA: +1 212 809 2663, Telephone in the United Kingdom: +44 20 7382 4580. Requests for documentation should be directed to the information agent. Questions regarding the transaction should be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at +1 (646) 855-3401 (call collect) or +1 (888) 292-0070 (U.S. toll free), or to Deutsche Bank Securities Inc. at +1 (212) 250-2955 (collect)  or +1(866) 627-0391 (U.S. toll free).

Beneficial owners of Existing Debt should carefully read the Offer to Purchase and Exchange regarding the relevant procedures and timing to tender their Existing Debt.

THIS PRESS RELEASE IS NOT AN OFFER FOR SALE OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER IS PROHIBITED, AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  THE COMPANY DOES NOT INTEND TO REGISTER ANY SUCH SECURITIES IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SUCH SECURITIES IN ANY JURISDICTION EXCEPT ARGENTINA.

The Offer is being made solely pursuant to the Offer to Purchase and Exchange, and only to such persons and in such jurisdictions as are permitted under applicable law.

SOURCE Mastellone Hermanos S.A.

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