SANTIAGO, Chile, Jan. 29, 2016 /PRNewswire/ -- Automotores Gildemeister (the "Company") announced today that it has amended the Minimum Tender Condition (as defined below) in its exchange offer and consent solicitation (the "Offers and Solicitation") for its US$400 million 8.250% Senior Unsecured Notes due 2021 (the "Existing 2021 Notes") and its US$300 million 6.750% Senior Unsecured Notes (the "Existing 2023 Notes," and together with the Existing 2021 Notes, the "Existing Unsecured Notes").
Consummation of the Offers and Solicitation was previously subject to a minimum tender condition of 95% of the outstanding principal amount of the Existing Unsecured Notes (the "Minimum Tender Condition"). The Company announced that it has reduced the Minimum Tender Condition so that the consummation of the Offers and Solicitation is now subject to, among other things, the Company receiving valid tenders of at least 92.5% of the outstanding principal amount of the Existing Unsecured Notes (the "Revised Minimum Tender Condition"). The Company has obtained the required consent under the support agreement between it and holders of Existing Unsecured Notes representing more than 70% of the aggregate outstanding principal amount of Existing Unsecured Notes (the "Support Agreement") to apply the Revised Minimum Tender Condition. Further information on the Support Agreement is contained in the Offering and Solicitation Memorandum under the heading "The Offers and Solicitation—Support Agreement."
Based on information provided by Prime Clerk, the Exchange and Information Agent, as of 5:00 P.M. New York City time on January 29, 2016, US$648,340,000 of the outstanding principal amount of the Existing Unsecured Notes (or 92.62% of the outstanding principal amount thereof) had been validly tendered and not validly withdrawn from the Offers and Solicitation. Accordingly, the Revised Minimum Tender Condition has been satisfied and, subject to the satisfaction of the remaining conditions precedent to the Offers and Solicitation, as stated in the Offering and Solicitation Memorandum, the Company expects to consummate the Offers and Solicitation at the tender level mentioned above.
The Company has issued a fifth supplement (the "Fifth Supplement") to amend the Offering and Solicitation Memorandum to reflect, among other things (including certain additional amendments to the indentures governing the Existing Unsecured Notes), the amendment of the Minimum Tender Condition. Holders of the Company's Existing Unsecured Notes should contact Prime Clerk to obtain a copy of the Fifth Supplement.
The Offers and Solicitation are being conducted upon the terms and subject to the conditions set forth in the Offering and Solicitation Memorandum and the related letter of transmittal. The Offers and Solicitation are only made, and copies of the offering documents will only be made available, to a holder of the Existing Unsecured Notes who has certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act or (3) an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act (each, an "Eligible Holder").
Beneficial owners of Existing Unsecured Notes should carefully read the Offering and Solicitation Memorandum regarding the relevant procedures and timing to tender their Existing Unsecured Notes. For information on the Offers and Solicitation, holders of Existing Unsecured Notes may contact Prime Clerk, the Exchange and Information Agent for the Offers and Solicitation, at (844) 205-4334 or, if outside the U.S. and Canada, at (917) 606-6438.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Offers and Solicitation ARE being made solely by the OFFERING AND SOLICITATION MEMORANDUM and related letter of transmittal THAT MAY BE OBTAINED FROM THE EXCHANGE AND INFORMATION AGENT and only to such persons and in such jurisdictions as is permitted under applicable law. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
The 7.50% New Senior Secured Notes and any other securities offered in the Offers and Solicitation will not be registered under the Ley de Mercado de Valores No. 18,045 (the "Securities Market Law"), as amended, of Chile with the Superintendencia de Valores y Seguros (the Chilean Securities and Insurance Commission or "SVS"), and, accordingly, may not be offered or sold to persons in Chile except in circumstances that do not constitute a public offering under Chilean law.
Los valores que se emitan no serán registrados en la Superintendencia de Valores y Seguros de conformidad a la ley de Mercado de Valores No.18,045, por lo que de acuerdo a ello, no podrán ser ofrecidos a personas en Chile excepto en circunstancias que no constituyan una oferta pública de valores de acuerdo a ley Chilena.
About Automotores Gildemeister
Automotores Gildemeister is a vehicle importer and distributor primarily in Chile and Peru. Since 1986, the Company has been the sole distributor of Hyundai passenger and light commercial vehicles in Chile and since 2002, the sole distributor of Hyundai passenger, light commercial and heavy commercial vehicles in Peru.
Exchange and Information Agent
Prime Clerk, LLC
830 Third Avenue, 3rd Floor
New York, NY 10022
c/o Automotores Gildemeister Exchange Offer
SOURCE Automotores Gildemeister