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Hello I have a question on Arg exchange offer regarding the "Re-Designation"concept
Hello I have a question on Arg exchange offer regarding the "Re-Designation"concept
"Re-designate at any time (including after the Expiration) the series of Eligible Bonds will be subject to the Proposed Modifications on an aggregated basis by excluding one or more series of the initially designated series" (Page 39 on the Exchange Offer Prospectus)
This Re-Designation concept is blowing my mind since it doesn't make any sense to me that after they had selected the eligible series, they count the votes collected and if they don't like the results they can redefine as their discretion the new eligible series
by excluding one or more series of the original designated series.
Doing this they also change the calculation basis making easier to exchange some of the original eligible bond proposed.
BUT THEY CHANGE THE ORIGINAL PROPOSED BOND!!
Doing this they also change the calculation basis making easier to exchange some of the original eligible bond proposed.
BUT THEY CHANGE THE ORIGINAL PROPOSED BOND!!
I also did my home work and founded on page 120 of exchange offer prospectus "reserve matters for 2005 and 2016 Indenture" that to change any reserve matters, like exchange offers (see attach) they need consent of the holders 85%+66% for Ind 2005 , 66%+50% for Ind 2016
Furthermore I found on the page 63 of 2005 Indenture (see attach) this about reserved matters
"Any selection of a modification method or designation of series to be included WILL BE FINAL for the purpose of that vote or consent solicitation.
"Any selection of a modification method or designation of series to be included WILL BE FINAL for the purpose of that vote or consent solicitation.
My interpretation on this wording :
"Once you have selected your series, you can not change the eligible bond included on the offer unless you make a new offer with a new eligible bonds"
Pls let me know if you think that my interpretation is wrong and misunderstood this issue
"Once you have selected your series, you can not change the eligible bond included on the offer unless you make a new offer with a new eligible bonds"
Pls let me know if you think that my interpretation is wrong and misunderstood this issue
In order to facilitate this thread I made an example with real numbers of amount outstanding on 2016 Indenture
In this figure.
As you can see on this first designated series none of them should be exchanged
In this figure.
As you can see on this first designated series none of them should be exchanged
But when they use this "Re-Designation of Affected Series" BOOM!!! magic has been created !!
From 11 non exchanged bond now they can exchange 3 of them as the calculation basis for the aggr has been modified from 32% to 70%
From 11 non exchanged bond now they can exchange 3 of them as the calculation basis for the aggr has been modified from 32% to 70%
Now imagine a Global 26 Bondholder, where 98% has decided to not give consent, but with only 2% of the positive votes of that series they could take it out with Re-Designation process, it does not make sense.
Reserve matter has been changed with 2% !!!
Reserve matter has been changed with 2% !!!
Finally lets take a look on Global 26 Bondholder who belong to the 49% that has decided to not give consent, this case is even worst as these series should have not been exchanged as it didn't reach the 66,6% aggr taking the original eligible bonds but after the Re-Designation it
will be exchanged, now we have this scenario
The consent holder who vote in favour had the option to select the Global 36
As a Non consent holder, he does not choose the bond as any non consent holder receive Global 47 with no RUFO
No comments.
The consent holder who vote in favour had the option to select the Global 36
As a Non consent holder, he does not choose the bond as any non consent holder receive Global 47 with no RUFO
No comments.
Given the fact that 4 days have passed since the prospectus was filed, and I did't hear anyone complain with this rule , make me think that I'm not right, but its driving me crazy Why?? If anyone of you can explain me with solid argumentation would be very gratefully.
Thank you
Thank you
