buried in today's 13D filing
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
With respect to the Proposed Transaction described in Item 4 of this Schedule 13D, the Reporting Persons anticipate that approximately US$261 million will be expended in acquiring outstanding shares of Company Common Stock that the Consortium does not already own (the “Publicly Held Shares”).
On December 27, 2012, Yongye International Limited (“Parent”), a Cayman Islands exempted company established in connection with the Proposed Transaction, entered into a Term Loan Facility Agreement (the “Loan Agreement”) with China Development Bank Corporation (“CDB”), pursuant to which CDB will provide a $99 million loan facility (the “Loan”) to Parent in connection with the Proposed Transaction. The Loan was drawn down on December 28, 2012 and carries interest at the six months U.S. dollar London Interbank Offered Rate (LIBOR) plus 300 base points. The Loan will mature and Parent shall repay the full amount of the loan in December of 2013. The description of the Loan Agreement in this Schedule 13D is qualified by reference to the Loan Agreement itself, a fair and accurate English summary of which is attached hereto as Exhibit 7.02 and is incorporated by reference in its entirety.
On December 28, 2012, Parent received a letter (the “Debt Commitment Letter”), from China Development Bank Corporation, indicating that it will provide debt financing in the form of a loan facility in an aggregate amount of up to US$232 million to, among other things, fund a portion of the consideration payable in connection with the proposed acquisition of the Publicly Held Shares. The upfront fee to be charged by CDB for the financing under the Debt Commitment Letter will not be less than US$2 million (the “Upfront Fee”). On December 27, 2012, Morgan Stanley Agriculture Holding Limited (“MSPEA”) and Parent entered into a loan agreement, under which MSPEA will extend a loan of US$800,000 to Parent for the payment of a part of the Upfront Fee (the “MS Loan Agreement”). Such loan was drawn down on December 28, 2012. On December 27, 2012, Mr. Zishen Wu and Parent entered into a loan agreement, under which Mr. Wu will extend a loan of US$800,000 to Parent for the payment of a part of the Upfront Fee (the “Chairman Loan Agreement”). Such loan was drawn down on December 28, 2012.
On December 28, 2012, Abax Global Capital (Hong Kong) Limited, a Hong Kong company (“Abax HK”), on behalf of certain of the funds managed and/or advised by it and its nominee entities and its and their affiliates, issued a financing commitment letter (“Mezzanine Commitment Letter”) to Full Alliance International Limited, under which Abax HK conditionally committed to provide a mezzanine debt of US$35 million, as part of the total proposed mezzanine and equity financing of US$50 million to be provided by Abax HK to partially fund the Proposed Transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On December 27, 2012, Parent entered into the Loan Agreement with CDB. On December 28, 2012, Parent received the Debt Commitment Letter from CDB. On December 27, 2012, Parent entered into the MS Loan Agreement with MSPEA. On December 27, 2012, Parent entered into the Chairman Loan Agreement with Mr. Zishen Wu. On December 28, 2012, Full Alliance received the Mezzanine Commitment Letter from Abax HK.
The descriptions in Item 3 herein of the agreements listed in this Item 6 are incorporated herein by reference. The summaries of any such agreements herein are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.01: Joint Filing Agreement by and among the Reporting Persons, dated as of October 15, 2012 (incorporated by reference to Exhibit 7.01 of the Schedule 13D filed by the Reporting Persons on October 16, 2012).
Exhibit 7.02 Summary Translation of Loan Agreement by Parent and CDB, dated as of December 27, 2012.
