Cargill Financial Services Corp. hopes to get another shot at buying up all the outstanding bonds of a 1983 $450 million Government Development Bank of Puerto Rico issue, after a disappointing attempt last year.
Cargill, the largest privately held company in the United States, owns a special option to call the development bank issue, and is now hoping to exercise it.
The firm has offered to purchase all of the bonds, which carry a coupon of 10%, at a minimum price of $106.75 per bond plus accrued interest.
According to a statement from Cargill to bondholders, if the company is not successful in its attempt to purchase at least 85% of the outstanding bonds, Cargill will cause all of the bonds to be called on Feb. 14, 1994, at a price of $104 per bond plus accrued interest.
If Cargill calls the bonds, the company must pay $450 million to buy from the trustee a package of stripped Treasury securities called Treasury Investment Growth Receipts, or TIGRs, which would secure bond payments after next February. The TIGRs are valued "substantially in excess" of $450 million, according to the new tender offer to bondholders, which is being managed by Merrill Lynch & Co.
Cargill is betting that future gains on the TIGRs will allow it to more than recoup what it paid for the option, which was $11.2 million, and the call, which will cost about $468 million. If bondholders do not cooperate mind choose to hold their bonds, the threat of a call at any time would significantly affect the value of their investment.
This is not the first time Cargill has attempted to purchase all of the outstanding bonds. In June 1992, Cargill offered bondholders $114.25 per bond in a dutch auction offering.
In that offer, Cargill was able to buy $37 million of,the bonds, although the company had hoped to buy a much larger share. Bondholders said at the time that they felt Cargill was the only entity that would have benefited from the sale.
Since the initial tender offer, Cargill has been able to purchase another $13 million of the bonds. The firm currently owns a total of $70 million of the offering.
"This call for tender is significantly different than the one last year," said Samuel B. Corliss, managing director of municipal derivatives at Merrill Lynch. "With the call date so close, the choice for investors is very clear."
Cargill is able to enact the call because of a unique arrangement made with the Government Development Bank in 1989.
Initially, all of the bonds sold in 1983 were scheduled to mature in 2013. At the time, this was the largest single-maturity bond sale ever.
The first 20 debt service payments were secured by letters of credit.
In 1989, the Government Development Bank sold the option to purchase the TIGRs to First Boston Corp., now CS First Boston, for $11.2 million.
First Boston later sold the option to Merrill Lynch. Merrill then sold half of the option to Cargill and half to Franklin Savings and Loan. After the demise of Franklin Savings, the Resolution Trust Corp. claimed Franklin's half of the option. Cargill bought the other half at a 1992 auction.
As part of the initial language of the sale of the option, the Government Development Bank cannot call the bonds without the approval of the option holder.
If the bonds are called in February, Cargill would have to turn over about $468 million to the trustee, Bank of America Trust Co., to pay off the bonds. The total would include the $450 million principal amount plus the redemption amount of $18 million, or 4%.
If the bonds are called, Cargill would still receive the payments on the TIGRs until at least 2008, the first year they are callable by the U.S. Treasury.
The TIGRs show ownership of $450 million of U.S. Treasury bonds maturing in 2013 and yielding 12%.
Cargill, which deals mainly in commodities, is in a good position to gamble with this tender. During 1992, the company had sales of $49.1 billion, $31 billion more than its nearest competitor.
Corliss said it is too early to say what the response will be from the bondholders. "In transactions like this, it's almost impossible to tell what's going to happen until the last minute," he said. "I think there will be a large response, though."
Tender offers must be submitted to Cargill by 5 p.m. eastern standard time on Dec. 29.