Caue Finance Limited and Loma Negra Compania Industrial Argentina S.A. Commence Tender Offers and Consent Solicitations for 8.875% Notes due 2015 of Caue Finance and 7.25% Notes due 2013 of Loma Negra
BUENOS AIRES, Argentina and GEORGE TOWN, Cayman Islands, June 28, 2011 /PRNewswire/ -- Caue Finance Limited ("Caue Finance") and Loma Negra Compania Industrial Argentina S.A. ("Loma Negra" and, together with Caue Finance, the "Issuers"), each an indirect subsidiary of Camargo Correa S.A. ("CCSA"), have announced the commencement of cash tender offers (the "Tender Offers") for any and all of Caue Finance's outstanding 8.875% Notes due 2015 (the "2015 Notes") and Loma Negra's outstanding 7.25% Notes due 2013 (the "2013 Notes" and, together with the 2015 Notes, the "Notes"). Each series of Notes is guaranteed by CCSA and InterCement Brasil S.A. (formerly known as Camargo Correa Cimentos S.A.), the parent entity of each Issuer. In conjunction with each Tender Offer, the Issuer is also soliciting consents (the "Consent Solicitations" and, together with the Tender Offers, the "Offers") to adopt proposed amendments to the indenture under which such Notes were issued that would eliminate substantially all restrictive covenants and certain event of default provisions. The Offers constitute separate offers and solicitations with respect to each series of Notes. Any holder who tenders Notes pursuant to the Offers must also deliver consents for such Notes tendered. The Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated June 27, 2011 (the "Offer to Purchase").
Holders who validly tender their Notes and deliver their consents at or prior to 5:00 p.m., New York City time, on July 11, 2011 (as such time and date may be modified, the "Early Tender Payment Deadline"), will be eligible to receive the applicable Total Consideration for such series of Notes. The "Total Consideration" (i) pursuant to the Offer for the 2015 Notes shall be US$1,175.00 for each US$1,000 principal amount of 2015 Notes validly tendered on or prior to the Early Tender Payment Deadline, and not validly withdrawn at or prior to the 2015 Notes Effective Time (as defined below), consisting of US$1,000.00 of principal amount, a tender premium of US$165.00 (the "2015 Notes Tender Premium"), and an early tender payment of US$10.00 (the "2015 Notes Early Tender Payment") and (ii) pursuant to the Offer for the 2013 Notes shall be US$1,070.00 for each US$1,000 principal amount of 2013 Notes validly tendered on or prior to the Early Tender Payment Deadline, and not validly withdrawn at or prior to the 2013 Notes Effective Time (as defined below), consisting of US$1,000.00 of principal amount, a tender premium of US$60.00 (together with the 2015 Notes Tender Premium, the "Tender Premium"), and an early tender payment of US$10.00 (together with the 2015 Notes Early Tender Payment, the "Early Tender Payment"). Holders who validly tender their Notes after the Early Tender Payment Deadline, but at or prior to 8:00 a.m., New York City time, on July 26, 2011 (as such time and date may be modified, the "Expiration Date"), will receive the US$1,000.00 of principal amount plus the applicable Tender Premium for such Notes tendered but will not receive the corresponding Early Tender Payment. Holders of Notes who validly tender and do not validly withdraw their Notes pursuant to the Offers will also receive accrued and unpaid interest from the last interest payment date to, but not including, the day of payment for the applicable Notes accepted for purchase.
The "2015 Notes Effective Time" is the date and time of execution and delivery of the supplemental indenture relating to the proposed amendments for the 2015 Notes. The "2013 Notes Effective Time" is the date and time of execution and delivery of the supplemental indenture relating to the proposed amendments for the 2013 Notes.
Holders who desire to tender their Notes must consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering the related Notes. A Holder may not revoke its consent without withdrawing the Notes tendered pursuant to the applicable Tender Offer. Holders may withdraw their tenders and revoke their consents at any time at or prior to the 2015 Notes Effective Time or the 2013 Notes Effective Time, as applicable, but not thereafter.
With respect to the 2015 Notes, adoption of the proposed amendments requires the delivery of consents by holders of more than fifty percent (50%) (or 66⅔% with respect to certain proposed amendments) in aggregate principal amount of the outstanding 2015 Notes (not including any 2015 Notes which are owned by Caue Finance or any of its affiliates). With respect to the 2013 Notes, adoption of the proposed amendments requires the approval of holders of more than fifty percent (50%) (or 66⅔% with respect to certain proposed amendments) in aggregate principal amount of the outstanding 2013 Notes present or represented at a meeting of Loma Negra noteholders (not including any 2013 Notes which are owned by or on behalf of Loma Negra) at which a quorum is present. The meeting of Loma Negra noteholders will be held in first call on July 26, 2011, at 2:30 p.m. (Buenos Aires time), and if the meeting has to be reconvened or adjourned due to a lack of quorum, in second call on July 26, 2011 at 4:30 p.m. (Buenos Aires time), at Sheraton Pilar Hotel & Convention Center, Ruta Panamericana, Ramal Pilar, km. 49,5, Pilar, Province of Buenos Aires, Argentina. In order to hold a valid meeting of Loma Negra noteholders, a quorum must be present in person, through delivery of a Letter of Transmittal or by other proxy. A quorum means, in a meeting in first call, at least 60% in aggregate principal amount of the outstanding 2013 Notes, and, if the meeting has to be reconvened or adjourned in second call due to a lack of quorum, at least 30% in aggregate principal amount of the outstanding 2013 Notes (in each case, not including any 2013 Notes which are owned by or on behalf of Loma Negra).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Notes. The Offers are being made solely pursuant to the Offer to Purchase and related Letter of Transmittal. No recommendation is made as to whether holders of Notes should consent to the proposed amendments.
The Issuers have retained BofA Merrill Lynch to serve as sole Dealer Manager and Solicitation Agent and D.F. King & Co., Inc. to serve as Information Agent and Tender Agent for the Offers. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (800) 859-8508 (toll free) or (212) 269-5550 (collect), or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005. Questions regarding the terms of the Offers should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) and (646) 855-3401.
Forward-looking Statements
This press release contains forward-looking statements. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Issuers that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements.
Although the Issuers believe that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the management of the Issuers, the Issuers cannot guarantee future results or events. The Issuers expressly disclaim a duty to update any of the forward-looking statements.
SOURCE Caue Finance Limited and Loma Negra Compania Industrial Argentina S.A.
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