LIMA, Peru, June 9, 2016 /PRNewswire/ -- Ferreycorp S.A.A., a company organized as a sociedad anónima abierta under the laws of the Republic of Peru ( "Ferreycorp"), today announced that the early tender period in respect of its previously announced offer to purchase (the "Tender Offer") for cash up to U.S.$100,000,000 aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.875% Senior Guaranteed Notes due 2020 (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated May 25, 2016 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated May 25, 2016 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents") expired on June 8, 2016 at 5:00 p.m., New York City time (the "Early Tender Deadline"). This press release amends and supplements such Offer Documents.
Ferreycorp further announced that as of the Early Tender Deadline, it had received tenders (not validly withdrawn) from the holders of U.S.$206,260,000, or approximately 73.06%, of the total outstanding principal amount of Notes.
Ferreycorp also announced that it is increasing the Maximum Tender Amount from U.S.$100,000,000 to U.S.$120,000,000. Except for such increase, all other terms and conditions of the Tender Offer, as previously announced, remain unchanged.
The Tender Offer will expire at 11:59 p.m., New York City time, on June 22, 2016 (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated at the sole discretion of Ferreycorp. The settlement date for the Tender Offer is expected to be two business days after the Expiration Date.
Because the aggregate principal amount of Notes validly tendered and not withdrawn prior to the Expiration Date will exceed the Maximum Tender Amount, Ferreycorp plans to accept for purchase U.S.$120,000,000 of the outstanding principal amount of such Notes, on a prorated basis, with the prorated aggregate principal amount of each holder's validly tendered Notes accepted for purchase to be rounded down to the nearest U.S.$1,000. If the principal amount of Notes returned to a holder as a result of proration would result in less than the minimum denomination being returned to such holder, at Ferreycorp's discretion it will purchase all or none of such holder's validly tendered Notes in accordance with the Offer to Purchase. The Tender Consideration or the Total Consideration, including the Early Tender Premium, as applicable, will not be payable with respect to any Notes returned due to proration.
In accordance with the terms of the Tender Offer, withdrawal rights with respect to the tendered Notes expired at 5:00 p.m., New York City time, on June 8, 2016 (the "Withdrawal Deadline"). Unless required by applicable law, Notes tendered after the Withdrawal Deadline, but at or before the Expiration Date, may not be withdrawn.
Notwithstanding any other provision of the Tender Offer, Ferreycorp's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer, is conditioned upon the satisfaction of the General Conditions (as defined in the Offer to Purchase). The General Conditions to the Tender Offer are for the sole benefit of Ferreycorp and may be asserted by Ferreycorp, regardless of the circumstances giving rise to any such condition (including any action or inaction by Ferreycorp). Ferreycorp reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, at or prior to the Expiration Date.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of tenders with respect to any Notes or other securities. The Tender Offer is being made solely pursuant to the Offer Documents, copies of which were delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer. Holders are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.
The Tender Offer does not constitute an offer to purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws.
Neither the delivery of this announcement, the Offer to Purchase nor any purchase pursuant to the Tender Offer shall under any circumstances create any implication that the information contained in this announcement or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in Ferreycorp's affairs since the date hereof or thereof.
D. F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. J.P. Morgan Securities LLC is acting as Dealer Manager (the "Dealer Manager") for the Tender Offer.
For further information about the Tender Offer, please log-into the website www.dfking.com/ferreycorp. Alternatively, please contact the Tender and Information Agent D.F. King & Co., Inc., Attn: Peter Aymar, at 48 Wall Street, 22nd Floor, New York, NY 10005, telephone number: (877) 478-5041 (toll-free), (212) 269-5550 (collect) or email email@example.com. Requests for documentation should be directed to the Tender and Information Agent.
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SOURCE Ferreycorp S.A.A.