LIMA, Peru, April 11, 2016 /PRNewswire/ -- Camposol S.A. (the "Company"), announced today that it has commenced an offer to exchange (the "Exchange Offer") any and all of its outstanding 9.875% Senior Notes due 2017 (the "Existing Notes") for 10.50% Senior Secured Notes due 2021 (the "New Notes"), pursuant to the terms and conditions set forth in the Company's Exchange Offer Memorandum dated April 11, 2016 (the "Exchange Offer Memorandum"). Eligible Holders (as defined below) who validly tender their Existing Notes on or prior to midnight, New York City time, on April 22, 2016, unless extended (the "Early Tender Date"), will receive US$1.00 in principal amount of New Notes for each US$1.00 in principal amount of Existing Notes accepted for exchange. Eligible Holders who validly tender their Existing Notes after the Early Tender Date but on or prior to midnight, New York City time, on May 6, 2016, unless extended (the "Original Expiration Date"), will receive US$0.95 in principal amount of New Notes for each US$1.00 in principal amount of Existing Notes accepted for exchange.
Holders of Existing Notes properly tendered prior to the Early Tender Date may withdraw their tendered Existing Notes at any time prior to the Early Tender Date but not thereafter (unless the Company extends withdrawal rights or is required by law to permit withdrawal). Holders of Existing Notes properly tendered after the Early Tender Date and prior to the Original Expiration Date may withdraw their tendered Existing Notes at any time prior to the Original Expiration Date but not thereafter (unless the Company extends withdrawal rights or is required by law to permit withdrawal).
Consummation of the Exchange Offer is conditioned upon the valid tender, without subsequent withdrawal, of at least 95% of the aggregate principal amount outstanding of the Existing Notes. Subsequent to confirmation of the Exchange Offer, collateral that will secure the Existing Notes that remain outstanding and the New Notes issued in the Exchange Offer, will be perfected pursuant to the terms of a Peruvian Trust Agreement governed by Peruvian law that will be entered into by the Company and a Peruvian Trustee and Collateral Agent for the benefit of all holders of notes outstanding. The Company will have the right, in its sole discretion, to waive any conditions to the Exchange Offer. The Company will also have the right to terminate or withdraw the Exchange Offer and extend the Early Tender Date and/or the Expiration Date in its sole discretion, subject to applicable law.
The Exchange Offer and the New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). As a result, holders within the United States or who are U.S. persons will be eligible to participate in the Exchange Offer only if they are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A"). Offers and issuances of the New Notes to non U.S. persons outside the United States will be made in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S").
The Company has engaged J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as Dealer Managers and D.F. King & Co., Inc. to act as Information and Exchange Agent, in connection with the Exchange Offer.
The Exchange Offer is being made only to holders who have properly completed, executed and delivered to the Information and Exchange Agent an eligibility letter or a certification, whereby such holder has represented or will represent to the Company that they are either (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws; or (ii) a "non-U.S. Person" (as defined in Regulation S under the Securities Act), and if such holder is in any member state of the European Economic Area which has implemented Directive 2003/71/EC (the "Prospectus Directive," which term includes amendments thereto, including Directive 2010/73/EU), a "qualified investor" (as defined in the Prospectus Directive) and, in each case, that it may lawfully participate in the Exchange Offer in accordance with the laws of the jurisdiction in which it is located.
Informational documents relating to the Exchange Offer, including but not limited to the Exchange Offer Memorandum, will only be distributed to eligible investors who submit the eligibility letter or certification described above. If you would like to submit the eligibility letter or certification, please log-into the website www.dfking.com/camposol. Alternatively, please contact the Information and Exchange Agent D.F. King & Co., Inc., Attn: Peter Aymar, at 48 Wall Street, 22nd Floor, New York, NY 10005, telephone number: (800) 821-2794 (toll-free), (212) 269-5550 (collect) or email email@example.com. Requests for documentation should be directed to the Information and Exchange Agent.
Beneficial owners of Existing Notes should carefully read the Exchange Offer Memorandum regarding the relevant procedures and timing to tender their Existing Notes. This announcement must be read in conjunction with the Exchange Offer Memorandum.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR THE SOLICITATION OF AN OFFER TO SELL OR EXCHANGE ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER IS PROHIBITED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR EXCHANGED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE COMPANY DOES NOT INTEND TO REGISTER ANY NEW NOTES IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SUCH SECURITIES IN ANY JURISDICTION. THE EXCHANGE OFFER IS MADE SOLELY PURSUANT TO THE EXCHANGE OFFER MEMORANDUM DATED APRIL 11, 2016.
The Exchange Offer is being made solely pursuant to the Exchange Offer Memorandum, and only to such persons and in such jurisdictions as are permitted under applicable law.
None of the Company, the Dealer Managers or the Information and Exchange Agent makes any recommendation as to whether holders of Existing Notes should tender Existing Notes or participate in the Exchange Offer.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Company assumes no obligation to update or correct the information contained in this announcement.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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SOURCE Camposol S.A.