SMB gets bondholders approval for acquisition by Pure Foods

San Miguel Brewery, Inc. (SMB) reported that a majority of the holders of its Series C and Series E Bonds have consented to the amendment of section 9.1(l) (change of control provision) of the trust agreements covering the said bonds.

In a statement, SMB said this was confirmed by bonds trustee BPI Asset Management and Trust Corporation, and Rizal Commercial Banking Corporation – Trust and Investments Group.

The bonds covered are SMB’s 10.50 percent Series C Bonds due 2019, 5.93 percent Series E Bonds due 2019, and 6.60 percent Series F Bonds due 2022.

Consent was given by record bondholders representing 88.28 percent of the principal amount of the Series C Bonds and 78.18 percent of the Series EF 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 to align the change of control provisions of the trust agreements of all the outstanding bonds of SMB.

This is 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 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.