SANTIAGO, Chile, Jan. 25, 2016 /PRNewswire/ -- On January 25, 2016, Automotores Gildemeister S.A. (the "Company") announced that, as of January 22, 2016 (the "Early Tender Date"), more than 70% of the outstanding principal amount of each of its 8.250% Senior Unsecured Notes due 2021 (the "Existing 2021 Notes") and its 6.750% Senior Unsecured Notes due 2023 (the "Existing 2023 Notes," and together with the Existing 2021 Notes, the "Existing Unsecured Notes") had been tendered in its exchange offer and consent solicitation (the "Offers and Solicitation").
As disclosed in the Offering and Solicitation Memorandum dated December 17, 2015, and supplemented from time to time (as supplemented, the "Offering and Solicitation Memorandum"), if at least 70% of the outstanding principal amount of each series of Existing Unsecured Notes has been tendered in the Offers and Solicitation on or prior to the Early Tender Date (the "Early Tender Condition"), the Company will pay an additional US$31 principal amount of 7.50% New Senior Secured Notes for each US$1,000 principal amount of Existing Unsecured Notes tendered (the "Additional Tender Consideration"). The Company previously announced that it extended the payment of the Additional Tender Consideration to all holders of Existing Unsecured Notes who tender on or prior to February 5, 2016 (the "Expiration Date"). Prior to this modification, the Additional Tender Consideration had been available only to holders who tendered their Existing Unsecured Notes on or prior to the Early Tender Date.
Based on information provided by Prime Clerk, as of 5:00 P.M. New York City time on January 22, 2016, approximately US$361,227,000 of the Existing 2021 Notes (or approximately 90.3% of the outstanding principal amount thereof) and approximately US$286,813,000 of the Existing 2023 Notes (or approximately 95.6% of the outstanding principal amount thereof) had been validly tendered and not validly withdrawn from the Offers and Solicitation.
As a result, the Early Tender Condition has been satisfied. In the event all other terms and conditions set forth in the Offering and Solicitation Memorandum are satisfied and the Offers and Solicitation are successfully consummated, the Company will pay the Additional Tender Consideration on the settlement date to those holders who have tendered their Existing Unsecured Notes on or prior to the Expiration Date.
Holders who have tendered their Existing Unsecured Notes will have the right to withdraw their Existing Unsecured Notes from the Offers and Solicitation only in the circumstances described in the Offering and Solicitation Memorandum and the related letter of transmittal.
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. Documents relating to the Offers and Solicitation will only be distributed to holders of Existing Unsecured Notes who complete and return a letter of eligibility confirming that they are within the category of Eligible Holders for the Offers and Solicitation. Holders of Existing Unsecured Notes who wish to obtain a copy of the eligibility letter 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 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 seran 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 podran ser ofrecidos a personas en Chile excepto en circunstancias que no constituyan una oferta publica 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 S.A.