CLISA - Compañía Latinoamericana de Infraestructura & Serv
BUENOS AIRES, Argentina, Dec. 27, 2019 /PRNewswire/ -- CLISA ("CLISA" or the "Issuer") today announced the early participation results in connection with the previously announced offer to exchange (the "Exchange Offer") any and all of the outstanding Old Notes for 9.5% Senior Secured Notes due 2023 (the "New Notes") to be issued by CLISA, and related consent solicitation (the "Consent Solicitation") according to which it solicited from holders of Old Notes (the "Holders")consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the terms and conditions of the indenture under which the Old Notes were issued (the "Old Notes Indenture"), which are expected to eliminate substantially all of the restrictive covenants and certain events of default and related provisions under the Old Notes Indenture. The Consent Solicitation, together with the Exchange Offer, is referred to as the "Offer". The terms and conditions of the Offer, as well as the Proposed Amendments, are described in the exchange offer memorandum and consent solicitation statement, dated December 13, 2019 (the "Exchange Offer Memorandum"). The Exchange Offer Memorandum is amended and supplemented by this press release. Except as otherwise set forth herein, the terms and conditions previously set forth in the Exchange Offer Memorandum remain applicable in all respects to the Offer, and this press release should be read in conjunction therewith.
The Issuer has been advised that, as of the Early Participation Date, U.S.$253,495,000 in aggregate principal amount of the Old Notes, or approximately 84.5% of the outstanding Old Notes, had been validly tendered pursuant to the Exchange Offer, with related Consents delivered pursuant to the Consent Solicitation. As a result, the condition that at least 80% in aggregate outstanding principal amount of the Old Notes be validly tendered in the Exchange Offer will be complied with if tenders of Old Notes as of the Early Participation Date are not validly withdrawn on or prior to the Expiration Date.
In addition, CLISA announces today that it will make the Early Participation Payment to those Holders validly tendering and not withdrawing their Old Notes on or prior to the Expiration Date (as defined below).
As a result, Holders whose Old Notes have been validly tendered and Consents delivered prior to the Expiration Date (as defined below), and which are not validly withdrawn or revoked and are accepted by CLISA, are entitled to receive the Early Participation Payment (as described in the Exchange Offer Memorandum), which is payable in cash on the Exchange Date. The Exchange Date is expected to occur on or about January 17, 2020 (the "Exchange Date"). The Issuer intends to pay for all Old Notes validly tendered and Consents delivered and accepted for purchase pursuant to the Offer on the Exchange Date.
Holders who have not yet tendered their respective Old Notes have until 9:00 a.m. New York City time, on January 14, 2020, unless extended by the Issuer (such time and date, as it may be extended, the "Expiration Date") to tender such Old Notes pursuant to the Offer. Any Holders who validly tender their respective Old Notes after the Early Participation Date, but at or prior to the Expiration Date will be entitled to receive the Early Participation Payment, the Exchange Price and the Consent Fee (each as described in the Exchange Offer Memorandum), plus accrued and unpaid interest up to, but not including, the Exchange Date.
Notwithstanding any other provision of the Exchange Offer Memorandum, CLISA's acceptance of the Offer from Holders is conditional upon (ii) receipt of at least 80% (not including any Old Notes which are owned by the Issuer or its subsidiaries) in aggregate outstanding principal amount of the Old Notes validly tendered and not validly withdrawn on or prior to the Expiration Date, and (ii) the general conditions described in the Exchange Offer Memorandum.
In addition, subject to applicable law and as provided for in the Exchange Offer Memorandum, CLISA may, in its sole discretion, extend, reopen, amend, waive any condition of, terminate or withdraw the Offer at any time prior to its announcement of whether it will accept valid offers to tender Old Notes and delivery of related Consents pursuant to the Offer.
A Holder wishing to participate in the Exchange Offer must, or arrange on its behalf to, not later than the Expiration Date and, in any event, before such earlier deadline as may be required to be met by the relevant clearing system, (i) comply with the ATOP (as defined in the Exchange Offer Memorandum) procedures for book-entry transfer or (ii) if such Holder is a beneficial owner that holds Old Notes through the Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream"), contact Euroclear or Clearstream directly to ascertain their procedure for tendering Old Notes and comply with such procedure.
When considering whether to participate in the Offer, Holders should take into account that restrictions on the transfer of Old Notes by Holders will apply from the time of submission of instructions to the relevant clearing system.
As further described in the Exchange Offer Memorandum, the New Notes will be substantially similar to the Old Notes (i.e., same issuer and guarantors, same currency, coupon and maturity and same governing law – New York), with two main differences: (i) CLISA's option to capitalize (PIK) the July 2020 and January 2021 interest payments on the New Notes in whole or in part at a rate of 11.5%; and (ii) the fact that the New Notes will be secured by a pledge of 100% of the shares of Tecsan, one of CLISA's main subsidiaries.
Metrovías S.A. ("Metrovías"), a company in which CLISA's subsidiary Benito Roggio Transporte S.A. ("BRt") has a 90.66% equity interest, provides both aboveground and underground passenger railway transportation services within the Metropolitan Area of the City of Buenos Aires. On April 5, 2013, Metrovías entered into the Acuerdo de Operación y Mantenimiento (the "AOM") with the Subway of Buenos Aires State Company (Subterráneos de Buenos Aires Sociedad del Estado, "SBASE"), pursuant to which Metrovías was granted, on an exclusive basis, the maintenance and operation of the Subway and Premetro Public Services of the City of Buenos Aires.
The AOM was previously set to expire on December 31, 2019. As of the date hereof, CLISA and SBASE have executed an addendum to the AOM, through which the parties extended the term of the AOM until the winner of the national and international call for bids for the operation and maintenance of the Subway and Premetro Network in the City of Buenos Aires effectively takes possession of the service in accordance with the provisions of Law 4472, Law 4790, the Law 5885 (text consolidated by Law 6017), Law 6102, Resolution 3298/18 and Resolution 3360/19.
The new contract will have a twelve-year term, renewable for three additional years. CLISA submitted its offer under the current bidding process through a consortium formed by Metrovías and BRt. The process is still ongoing and no schedule has been set for the award of the new contract or the date of commencement thereof.
Information Relating to the Offer
BCP Securities, LLC is acting as the Dealer Manager and Solicitation Agent with respect to the Exchange Offer and the Consent Solicitation and Banco CMF S.A. is acting as the Argentine Dealer Manager and Solicitation Agent. Investors with questions may contact BCP Securities, LLC at +1 203 629 2181 and Banco CMF S.A. at +54 11 4318-6800.
D.F. King has been appointed as Information, Exchange and Tabulation Agent. All questions to the Information, Exchange and Tabulation Agent should be directed to email: [email protected] or telephone: +44 20 7920 9700 (London) or +1 212 269 5550 (New York) and +1 800 901 0068 (toll free).
Copies of the Exchange Offer Memorandum may be found for consultation through the CNV web site, www.cnv.gov.ar under the item: "Companies (Empresas)" or at the Offer Website: https://sites.dfkingltd.com/clisa.
This press release is neither an offer to sell nor a solicitation of offers to buy any securities. The Exchange Offer and the Consent Solicitation are being made only pursuant to the Exchange Offer Memorandum.
Neither the Exchange Offer Memorandum nor any related document has been filed with the U.S. Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, except that the CNV has authorized the Exchange Offer and the public offering of the New Notes in Argentina. No authority has passed upon the accuracy or adequacy of the Exchange Offer Memorandum nor any related document, and it is unlawful and may be a criminal offence to make any representation to the contrary.
This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Exchange Offer Memorandum. The Exchange Offer and Consent Solicitation are not being made to, nor will the Issuer accept tenders of Old Notes and deliveries of Consents from, Holders in any jurisdiction in which the Exchange Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky or other laws of such jurisdiction.
The New Notes have not been registered, and will not be registered, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any other jurisdiction, other than Argentina. The New Notes may not be offered within the United States or to, or for the account or benefit of, U.S. persons, except to Holders in compliance with Section 4(a)(2) or Regulation S under the Securities Act, as applicable.
None of the Dealer Manager and Solicitation Agent, the Argentine Dealer Manager and Solicitation Agent, the Information, Exchange and Tabulation Agent or CLISA makes any recommendation as to whether Holders should tender Old Notes and deliver the related Consents.
About the Issuer
CLISA is a leading Argentine infrastructure manager and developer with over 110 years of experience. It is currently organized along four principal business segments: (i) Construction, (ii) Waste Management, (iii) Transportation and (iv) Water Supply Services. CLISA also engages in other minor business operations, which it reports under its Other Activities segment. It provides services to both the public and private sectors with a majority of its projects concentrated in the public sector.
This press release contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Issuer's current beliefs, expectations and projections about future events and financial trends affecting the Issuer's business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates, and operating and financial risks related to managing growth and integrating acquired businesses), many of which are beyond the control of the Issuer. The occurrence of any such factors not currently expected by the Issuer would significantly alter the results set forth in these statements. The Issuer expressly disclaims a duty to update any of the forward-looking statements.
CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A.
Leandro N. Alem 1050 – 9th Floor
C1001AAS City of Buenos Aires
Tel.: +54 11 6091 7300
Fax: +54 11 6091 7301
E-mail address: [email protected]
SOURCE CLISA - Compañía Latinoamericana de Infraestructura & Servicios S.A.