Automotores Gildemeister Announces Settlement Of Exchange Offer And Consent Solicitation

24 Feb, 2016, 20:48 ET from Automotores Gildemeister

SANTIAGO, Chile, Feb. 24, 2016 /PRNewswire/ -- Automotores Gildemeister, Sociedad por Acciones (the "Company") announced today the settlement on February 24, 2016 (the "Settlement Date") 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").  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.  In addition, pursuant to the Offers and Solicitation, certain amendments to the terms and conditions of the Existing Unsecured Notes were adopted and became effective on the Settlement Date.  The New Senior Secured Notes were distributed to participating holders through DTC.  The New Preferred Stock and the Warrants were distributed through an international courier service.

In total, 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 accepted by the Company for exchange 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 and remained outstanding at the Settlement Date. 

Participating holders who validly tendered their Existing Unsecured Notes received in exchange for each US$1,000 principal amount of the Existing Unsecured Notes the following consideration:

  • For the Existing 2021 Notes:
    • US$645 principal amount of New Senior Secured Notes;
    • 418 shares of New Preferred Stock, divided by 1,000; and
    • One Warrant.
  • For the Existing 2023 Notes:
    • US$633 principal amount of New Senior Secured Notes;
    • 410 shares of New Preferred Stock, divided by 1,000; and
    • One Warrant.

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.

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.  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
Domestic and Canada Toll-Free (844) 205-4334
Outside the US and Canada (917) 606-6438
Email: AGExchange@primeclerk.com

SOURCE Automotores Gildemeister