SOURCE: Phibro Animal Health Corporation

Phibro Animal Health Corporation

January 18, 2011 10:15 ET

Phibro Animal Health Corporation Announces Commencement of a Consent Solicitation Relating to the Amendment of the Indenture Governing Its 9 1/4% Senior Notes Due 2018

RIDGEFIELD PARK, NJ--(Marketwire - January 18, 2011) -  Phibro Animal Health Corporation ("PAHC" or the "Company") announced today the commencement of a solicitation of consents (the "Consent Solicitation") to amend (the "Proposed Amendments") the indenture governing its 9 1/4% Senior Notes due 2018 (the "Notes"). The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement dated January 18, 2011 (the "Consent Solicitation Statement"), to holders of record as of January 14, 2011. The Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on January 24, 2011, unless extended or earlier terminated (the "Expiration Date").

Holders of Notes who validly deliver consents to the Proposed Amendments prior to the Expiration Date (and do not revoke such consents) will receive consent consideration equal to $1.00 per $1,000 principal amount of Notes for which consents have been delivered. Holders providing consents after the Expiration Date will not receive consent consideration. Consent consideration will be paid as promptly as practicable after the Expiration Date and the satisfaction or waiver of the applicable conditions.

The Consent Solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including, without limitation, the receipt of the consent of the holders of at least a majority in aggregate principal amount of outstanding Notes and the execution and effectiveness of a supplemental indenture effecting the Proposed Amendments. Consents may not be revoked on or after the date the supplemental indenture becomes effective. A more comprehensive description of the Consent Solicitation can be found in the Consent Solicitation Statement.

The purpose of the Consent Solicitation is to obtain approval of the Proposed Amendments to enable the Company to issue up to $25.0 million aggregate principal amount of additional Notes under the indenture which governs the Notes, which indebtedness would count against the existing limitations upon the amount of indebtedness permitted to be incurred with respect to "credit facilities" under the indenture.

PAHC has retained BofA Merrill Lynch to act as Solicitation Agent in connection with the Consent Solicitation. Questions about the Consent Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-4807 (collect). Requests for copies of the Consent Solicitation Statement and related documents, and assistance relating to the procedures for delivering consents, may be obtained by contacting Global Bondholder Services Corporation, the Information and Tabulation Agent, at (212) 430-3774 (collect) or (866) 736-2200 (toll free).

This press release is neither an offer to purchase or sell securities, a solicitation of an offer to purchase or sell securities, nor a solicitation of consents, and no recommendation is made as to whether or not holders of Notes should consent to the adoption of the Proposed Amendments pursuant to the Consent Solicitation. The Consent Solicitation is made only by the Consent Solicitation Statement. The Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Company Description

PAHC is a diversified global developer, manufacturer and marketer of a broad range of animal health and nutrition products to the poultry, swine, cattle and aquaculture markets. PAHC is also a manufacturer and marketer of performance products for use in the ethanol, personal care, automotive, chemical catalyst and electronics markets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend," or similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following: our substantial leverage, ability to incur additional debt and potential inability to service our debt; an expansion of the regulatory restrictions on the use of antibiotics and antibacterials in food-producing animals could result in a decrease in our revenues; our dependence on suppliers having current regulatory approvals and the challenges of replacing any such suppliers; competition in each of our markets; a material part of our sales and gross profits are generated by antibiotics, antibacterials and other medicated products; risks associated with our international operations and significant foreign assets; our dependence on our Israeli and Brazilian operations; our operations, properties and subsidiaries are subject to a wide variety of complex and stringent federal, state, local and foreign environmental laws and regulations; extensive regulation by numerous government authorities in the United States and other countries; our raw materials are subject to price fluctuations; our reliance on the continued operation of our manufacturing facilities and application of our intellectual property; outbreaks of animal diseases could significantly reduce demand for our products; consolidation of our competitors and certain customer or supplier groups; adverse U.S. and international economic market conditions; the risks of legal proceedings and general litigation expenses; potential operating hazards and uninsured risks; the risk of work stoppages; our dependence on key personnel; and a substantial majority of outstanding shares of our capital stock is owned by a single shareholder.

Contact Information

  • For additional information contact:
    Richard G. Johnson
    Chief Financial Officer
    (201) 329-7333


    Thomas G. Dagger
    Senior Vice President and General Counsel
    (201) 329-7370