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Petrologistics solicits consent for senior notes due 2020
24
Jun '14
PetroLogistics LP announced that it and PetroLogistics Finance Corp. ("Finance Corp." and together with the Company, the "Issuers") are soliciting consents ("Consent Solicitation") from holders of the Issuers' outstanding 6.25% Senior Notes due 2020 (the "Notes") to approve amendments (the "Proposed Amendments") to the indenture relating to the Notes (the "Indenture").
 
The Issuers are making the Consent Solicitation at the request and expense of Flint Hills Resources, LLC ("Flint Hills"), a subsidiary of Koch Industries, Inc. On May 27, 2014, the Company and its general partner entered into a definitive agreement (the "Merger Agreement") to be acquired by Flint Hills (the "Merger").
 
The Proposed Amendments would amend Section 4.03 of the Indenture to replace the requirement that the Company file reports with the Securities and Exchange Commission with a requirement that the Company provide holders of the Notes with a specified set of information that is more typical of debt securities issued in a Rule 144A-for-life transaction.  The Proposed Amendments would also amend Section 5.01(a) of the Indenture to remove the prohibition on the consolidation or merger of Finance Corp. with or into an entity that is not a corporation.
 
Flint Hills will make a cash payment (the "Consent Payment") of $5.00 per $1,000 in aggregate principal amount of Notes held by each holder of Notes as of the Record Date (as defined below) who has validly delivered its consent prior to the Expiration Time (as defined below) and who has not validly revoked its consent before the earlier of the Effective Time (as defined below) and 5:00 p.m., New York City time, on July 2, 2014, with 25% of such consent payment to be paid promptly following the Expiration Time, subject to satisfaction or waiver by Flint Hills of certain conditions, including receipt of valid consents in respect of a majority in aggregate principal amount of the Notes (such consents, the "Requisite Consents").  The remaining 75% (the "Final Consent Payment") will be paid promptly following the satisfaction or waiver by Flint Hills of certain conditions, including consummation of the Merger.
 
The Issuers anticipate that, promptly after receipt of the Requisite Consents prior to the Expiration Time, the Issuers and Wells Fargo Bank, National Association, as trustee, will execute and deliver a supplemental indenture with respect to the Indenture (the "Supplemental Indenture"). Although the Supplemental Indenture will become effective upon its execution and delivery (the "Effective Time"), the Proposed Amendments to the Indenture shall become operative only after the Final Consent Payment occurs on or before November 27, 2014 and the Merger has been consummated. 

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