SANTIAGO, Chile, Feb. 19, 2016 /PRNewswire/ -- Automotores Gildemeister (the "Company") announced today the expiration and results of the 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") on the terms previously announced in the offering and solicitation memorandum dated December 17, 2015 (as supplemented from time to time, the "Offering and Solicitation Memorandum"). The Offers and Solicitation expired at 5:00 pm, New York City time, on February 19, 2016 (the "Expiration Date"). In connection with the Offers and Solicitation, the Company's Existing Unsecured Notes will be exchanged for 7.50% New Senior Secured Notes due 2021, New Preferred Stock, and Warrants. Settlement is expected to occur on February 24, 2016, subject to the terms and conditions of the Offers and Solicitation. In addition, pursuant to the Offers and Solicitation, certain amendments to the terms and conditions of the Existing Unsecured Notes will be adopted and become effective upon the settlement of the Offers and Solicitation.
The Company also announced today the renewal of its distributorship agreements (the "Agreements") with its key vehicle supplier Hyundai Motor Company ("Hyundai") for a two-year term from January 1, 2016. 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. The Agreements include customary market terms and conditions, including shipping arrangements, specifications for showrooms and service centers, advertising and marketing commitments, performance and financial metrics, early termination rights for Hyundai including for material breach of the Company's obligations, and warranty and service provisions.
As of the Expiration Date, 92.2% of the outstanding principal amount of the Existing 2021 Notes and 96.9% of the outstanding principal amount of the Existing 2023 Notes, representing 94.2% of the aggregate outstanding principal amount of the Existing Unsecured Notes, had been validly tendered and not validly withdrawn in the Offers and Solicitation. US$31,274,000 in aggregate principal amount of Existing 2021 Notes and US$9,202,000 in aggregate principal amount of Existing 2023 Notes was not tendered as of the Expiration Date and will remain outstanding.
Consummation of the Offers and Solicitation had been subject to a condition that the Company receives valid tenders of at least 92.5% of the aggregate outstanding principal amount of the Existing Unsecured Notes (the "Minimum Tender Condition"). The Minimum Tender Condition has been satisfied. In addition, according to the terms of the Offers and Solicitation, because less than 97% of the aggregate outstanding principal amount of the Existing 2021 Notes was tendered, the New Senior Secured Notes will mature on May 23, 2021.
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 New Senior Secured Notes, the New Preferred Stock and the Warrants 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.
Exchange and Information Agent
Prime Clerk, LLC
830 Third Avenue, 3rd Floor
New York, NY 10022
c/o Automotores Gildemeister Exchange Offer
Domestic and Canada Toll-Free (844) 205-4334
Outside the US and Canada (917) 606-6438
SOURCE Automotores Gildemeister