Another Successful Transaction in Brazil: Foresea Consent Solicitation

Overview 

Brazilian company Foresea Holding S.A. launched a consent solicitation process involving the holders of its outstanding 7.50% senior secured notes. The objective was to amend the indenture to permit certain payments within a defined capped amount, as agreed with noteholders. Noteholders were offered a standard consent fee in line with market practice. 

Our Role 

Sodali & Co. acted as the Information and Tabulation Agent, supporting Foresea and its working group throughout the full lifecycle of the transaction. Our work included: 

• Conducting a detailed review of all transaction documents, with emphasis on operational mechanics. 

• Announcing the solicitation to the market and acting as the central information channel between Foresea and bondholders, intermediaries and clearing systems. 

• Collecting and tabulating all voting instructions. 

• Certifying final voting results and coordinating the execution of consent payments. 

Challenges and Outcome 

During the solicitation period, Foresea received feedback from key investors. Based on this input, the Company adjusted the initial terms of the offer, which ultimately contributed to achieving the required consent threshold. 

The solicitation was successful: Foresea secured the requisite consents to implement the proposed amendments. By the expiration deadline, at least a majority of the aggregate outstanding principal amount of notes had delivered valid, non-revoked consents. 

Value Added by Sodali & Co. 

Sodali & Co. delivered several critical contributions that enhanced the efficiency and certainty of the process: 

• Provided operational guidance on disregarding consents from notes owned by the Company, guarantors, or their affiliates, as required under the terms of the solicitation. 

• Responded to all bondholder inquiries in real time across time zones through our global operations teams. 

• Proactively engaged with key noteholders and custodian banks to ensure timely receipt of voting instructions ahead of the deadline. 

• Supplied continuous, real-time reporting through our BondWatch platform, enabling the Company, the solicitation agent Citi, and the international legal counsel Cleary Gottlieb to closely monitor and assess transaction progress. 

These actions supported Foresea’s effective oversight and supported informed decision-making among all stakeholders, contributing to the successful execution of the solicitation.