Centro NP LLC Ad Hoc Committee Announces Certain Positions With Respect to Existing Consent Solicitation
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Centro NP LLC Ad Hoc Committee Announces Certain Positions With Respect to
Existing Consent Solicitation
NEW YORK, Oct. 5 /PRNewswire/ -- The following is a statement issued by the Ad
Hoc Committee of holders of the following notes (the "Notes") of Centro NP LLC
(as successor by merger and liquidation to New Plan Excel Realty Trust, Inc.)
("Centro"):
Security Description CUSIP No.
-------------------- ---------
7.97% Senior Notes Due 2026 64806Q AA2
7.65% Senior Notes Due 2026 64806Q AD6
7.68% Senior Notes Due 2026 64806Q AF1
7.68% Senior Notes Due 2026 64806Q AG9
6.90% Senior Notes Due 2028 64806Q AK0
6.90% Senior Notes Due 2028 64806Q AL8
The Ad Hoc Committee was formed in opposition to the consent solicitation
originally announced by Centro on September 16, 2009, pursuant to which Centro
is soliciting the consents of holders of the Notes to amend the Indenture
governing the Notes. On September 30, 2009, Centro announced an extension of
the consent solicitation deadline to October 6, 2009.
The Ad Hoc Committee has reviewed Centro's press release regarding the
extension of the consent solicitation deadline, and does not believe that the
transaction is in the best interests of the holders of the Notes. However,
the Ad Hoc Committee is willing to discuss with Centro alternate terms for the
consent solicitation which would, among other things, give Centro some
flexibility to address its upcoming maturities through additional borrowings,
while also addressing concerns holders of the Notes may have with respect to
past and future asset transfers.
The Ad Hoc Committee's proposed alternate terms are designed, in part, to
limit Centro's ability to engage in asset transfers, as it has in the past, to
entities that are not borrowers under the Notes. These alternate terms are
intended to protect existing holders of the Notes going forward.
In making these proposals, the Ad Hoc Committee is conscious of Centro's
previous disclosures that it has transferred significant amounts of property
to Residual JV, an entity that is 51% owned by Centro's parent, Super LLC, and
49% owned by Centro. Neither Residual JV nor Super LLC is a borrower under
the Notes, and neither has any obligation to make payments on the Notes. The
Ad Hoc Committee believes that these transactions were extremely detrimental
to the credit profile of Centro and specifically benefited the Super LLC
shareholders at the expense of the Centro holders of the Notes. Specifically,
Centro has previously disclosed that:
-- In August 2007, Centro directly or indirectly contributed to Residual
JV
its interest in subsidiaries owning 18 real properties with an
approximate disclosed value of $396 million;
-- In November 2007, Centro directly or indirectly contributed to
Residual
JV its interest in subsidiaries owning 25 real properties with an
approximate disclosed value of $605 million;
-- On or about March 28, 2008, Centro directly or indirectly contributed
to
Residual JV its interests in certain subsidiaries which owned 31 real
properties with an approximate disclosed value of $780 million;
-- In January 2009, Centro directly or indirectly contributed to Residual
JV its interests in subsidiaries that owned 48 real properties with an
approximate disclosed value of $513.4 million.
Based on publicly available information, the Committee believes the above
contributions resulted in over $2 billion of disclosed value being transferred
to Residual JV, which transfers benefited Super LLC through its 51% interest
in Residual JV. Super LLC is not a borrower under the Notes and has no
obligation to make payments on the Notes.
According to the September 30, 2009 press release by Centro, the consent
solicitation is scheduled to expire on October 6, 2009 and holders that have
delivered consents in the consent solicitation may revoke their consents at
any time before the earlier of the execution of a supplemental indenture
implementing the proposed amendments to the Indenture and October 6, 2009. In
order to execute the supplemental indenture, Centro must receive the consents
of not less than a majority in aggregate principal amount of the outstanding
Notes.
If you would like to contact the Ad Hoc Committee or have any questions on how
to revoke your consent, please contact Morrow & Co., LLC at 800-662-5200 or
(203) 658-9400 or Adhocinfo@morrowco.com.
SOURCE Ad Hoc Committee
John Ferguson, Morrow & Co., LLC, +1-800-662-5200, or +1-203-658-9400
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