SMB SECURES BONDHOLDERS’ CONSENT TO ALIGN CHANGE OF CONTROL PROVISIONS OF ALL OUTSTANDING BONDS
San Miguel Brewery Inc. (SMB) confirmed that the trustee to its 10.50% Series C Bonds due 2019, BPI Asset Management and Trust Corporation, and Rizal Commercial Banking Corporation – Trust and Investments Group, the trustee to its 5.93% Series E Bonds due 2019 and 6.60% Series F Bonds due 2022, have respectively certified that record bondholders representing or accounting for 88.28% of the aggregate principal amount of the Series C Bonds, and 78.1803% of the aggregate principal amount of the Series EF Bonds, have consented to the amendment of section 9.1(l) (change of control provision) of the trust agreements covering the said bonds.
SMB sought the consent of the holders of the Series C and EF Bonds to amend the terms of the change of control provisions of the Series C and EF trust agreements to align the change of control provisions of the trust agreements of all the outstanding bonds of SMB to ensure that the trust agreements remain consistent with their original intended purpose that SMB continues to be under the effective control of its parent company, San Miguel Corporation (SMC), while SMC implements its corporate reorganization. The reorganization involves the grouping of SMC’s food and beverage business under one entity (San Miguel Pure Foods Company, Inc. to be later renamed San Miguel Food and Beverage, Inc., subject to approvals).
With the majority bondholders’ approval of the alignment of the change of control provisions in the trust agreements, SMB and the trustees executed today the supplemental agreements amending the trust agreements for the Series C and EF Bonds. The consent fees will be paid to the consenting bondholders on December 22, 2017 in accordance with the Consent Solicitation Statements. The agreements will take effect upon payment of the consent fees.