MHP S.A. Announces Invitation To Purchase Notes For Cash

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 18, 2017, 09:39 ET

LONDON, April 18, 2017 /PRNewswire/ -- MHP S.A. (the "Company") has today launched an 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, 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.

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*	*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.$1,027.50	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.

Rationale for the Tender Offer

The purpose of the Tender Offer is to proactively manage and lengthen the Company's debt maturity profile by refinancing a portion of the Notes with unsecured and unsubordinated notes to be issued by the Company (the "New Notes"). The Company intends to deliver all Notes acquired pursuant to the Tender Offer to the Trustee for prompt cancellation.

Expected Timetable of Events

The times and dates below are indicative only.

Commencement Date	18 April 2017
Early Tender Deadline	3:00 a.m. (New York City time) on 27 April 2017
Early Results Announcement Date	Expected on the day following the New Notes pricing
Expiration Deadline	11:59 p.m. (New York City time) on 15 May 2017
Final Results Announcement Date	On or around 16 May 2017
Payment Date	A date promptly following Expiration Deadline, expected to be on or about 17 May 2017

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.