Full Press Release Details
CONSENT SOLICITATION STATEMENT
CONSENT SOLICITATION STATEMENT
PHIBRO ANIMAL HEALTH CORPORATION
SOLICITATION OF CONSENTS
105,000 UNITS CONSISTING OF
$85,000,000 13% SENIOR SECURED NOTES DUE 2007 OF
PHIBRO ANIMAL HEALTH CORPORATION
$20,000,000 13% SENIOR SECURED NOTES DUE 2007 OF
PHILIPP BROTHERS NETHERLANDS III B.V.
Phibro Animal Health Corporation, a New York corporation (the "Company"),
hereby solicits (the "Solicitation") consents (the "Consents") of the registered
holders of units (the "Units") consisting of 13% Senior Secured Notes due 2007
(the "U.S. Notes") of the Company and 13% Senior Secured Notes due 2007 (the
"Dutch Notes" and, together with the U.S. Notes, the "Notes") of Philipp
Brothers Netherlands III B.V. (the "Dutch Issuer" and, together with the
Company, the "Issuers"), upon the terms and subject to the conditions set forth
in this Consent Solicitation Statement (as the same may be amended or
supplemented from time to time, the "Consent Solicitation Statement") and in the
accompanying DTC Participants' Consent Letter (the "Consent Letter" and,
together with the Consent Solicitation Statement and the other documents
relating to the Consent Solicitation delivered herewith, the "Solicitation
Documents"), to the adoption of the Proposed Amendments (as described below) to
the Indenture, dated as of October 21, 2003, as supplemented to the date hereof
(the "Indenture"), among the Issuers, the guarantors named therein, and HSBC
Bank USA, National Association, as trustee, under which the Notes were issued.
The purpose of the Proposed Amendments is to permit the sale of substantially
all of the facilities owned by Phibro Animal Health SA (formerly Phibro Animal
Health (Belgium) SPRL ("Phibro Belgium"), a wholly owned subsidiary of the Dutch
Issuer, in Rixensart, Belgium (the "Belgium Plant"), to reduce excess
manufacturing capacity and to reduce operating expenses, and in furtherance
thereof, to permit the maximum amount of indebtedness under the Company's
domestic senior credit facility permitted under the Indenture to be increased
from $15.0 million to $37.5 million and to permit the related transactions
The Consent Solicitation is being made to all persons in whose name a Unit
was registered at 5:00 p.m., New York City time, on November 16, 2004 (the
"Record Date") and their duly designated proxies. As of November 16, 2004, all
of the Units were held through The Depository Trust Company ("DTC") by
participants in DTC ("DTC Participants") (such DTC Participants and other
registered holders as of the Record Date are referred to herein as "Holders").
Holders must deliver (and not revoke) valid Consents in respect of a majority in
aggregate principal amount of all outstanding Notes (the "Requisite Consent")
underlying the Units to approve the Proposed Amendments. A beneficial owner of
an interest in Units ("Beneficial Owner") held through a DTC Participant must
complete and sign the Letter of Instructions and deliver it to such DTC
Participant in order to cause a Consent to be given by such DTC Participant with
respect to such Units. Promptly after receipt of the Requisite Consent, the
Company will execute a supplemental indenture (the "Supplemental Indenture")
that will give effect to the Proposed Amendments (subject to certain
conditions). There will be no payment for the Consents.
THE CONSENT SOLICITATION WILL EXPIRE AT 12:00 P.M., NEW YORK CITY TIME ON
TUESDAY, NOVEMBER 23, 2004 (THE "EXPIRATION DATE"). SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS CONSENT SOLICITATION STATEMENT, THE COMPANY WILL
ACCEPT ALL PROPERLY COMPLETED, EXECUTED AND DATED CONSENTS RECEIVED BY THE
TABULATION AGENT (AND NOT SUBSEQUENTLY REVOKED) PRIOR TO THE EXPIRATION DATE.
THE COMPANY RESERVES THE RIGHT TO TERMINATE OR EXTEND THE CONSENT SOLICITATION
IN ITS SOLE DISCRETION. THE TERM "EXPIRATION DATE" SHALL MEAN THE TIME AND DATE
ON OR TO WHICH THE CONSENT SOLICITATION IS SO TERMINATED OR EXTENDED. IN NO
EVENT SHOULD A HOLDER TENDER OR DELIVER NOTES.
The Information Agent for this Consent Solicitation is
JEFFERIES & COMPANY, INC.
THE DATE OF THIS CONSENT SOLICITATION STATEMENT IS NOVEMBER 18, 2004.
Holders residing outside the United States who wish to deliver a Consent
must satisfy themselves as to their full observance of the laws of the relevant
jurisdiction in connection therewith. If the Company becomes aware of any state
or foreign jurisdiction where the making of the Consent Solicitation is
prohibited, the Company will make a good faith effort to comply with the
requirements of any such state or foreign jurisdiction. If, after such effort,
the Company cannot comply with the requirements of any such state or foreign
jurisdiction, the Consent Solicitation will not be made to (and Consents will
not be accepted from or on behalf of) Holders in such state or foreign
No person has been authorized to give any information or make any
representations other than those contained or incorporated by reference in this
Consent Solicitation Statement and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. The delivery of this Consent Solicitation Statement at any time does
not imply that the information herein is correct as of any time subsequent to
AVAILABLE INFORMATION
The Company, formerly Philipp Brothers Chemicals, Inc., is not subject to
the information and reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), but has voluntarily filed certain
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Those reports and other information so filed with
the Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of those materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a site
on the World Wide Web at http://www.sec.gov, which contains reports and other
information regarding registrants that file electronically with or furnished to
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended June 30, 2004,
Quarterly Reports on Form 10-Q for the period ending September 30, 2004 are
incorporated by reference in this Consent Solicitation Statement. All documents
filed or furnished by the Company under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act on or after the date of this Consent Solicitation Statement and
prior to the Expiration Date shall be deemed to be incorporated by reference in
this Consent Solicitation Statement and to be a part of this Consent
Solicitation Statement from the date of filing or furnishing of those documents.
Any statement contained in this Consent Solicitation Statement or in a
previously filed or furnished document incorporated or deemed to be incorporated