Automotores Gildemeister SpA Announces Commencement of Exchange Offers by AG Chile Holding II SpA for Its Outstanding 7.50% Junior Secured Notes due 2027 and 10.00% Subordinated Notes due 2035 and Related Consent Solicitations

SANTIAGO, Chile, Nov. 22, 2025 /PRNewswire/ -- Automotores Gildemeister SpA (the "Company") today announced that AG Chile Holding II SpA, a newly incorporated holding company (the "Issuer"), has commenced (i) an offer to all Eligible Holders (as defined herein) of the Company's 7.50% Junior Secured Notes due 2027 (the "Existing Junior Notes") to exchange (the "Existing Junior Notes Exchange Offer") any and all of their outstanding Existing Junior Notes for new 7.50% Senior Secured PIK Toggle Notes due 2032 (the "New 2032 Notes") to be issued by the Issuer, and cash, and (ii) an offer to all Eligible Holders of the Company's 10.00% Subordinated Notes due 2035 (the "Existing Subordinated Notes" and, together with the Existing Junior Notes, the "Existing Notes") to exchange (the "Existing Subordinated Notes Exchange Offer" and, together with the Existing Junior Notes Exchange Offer, the "Exchange Offers" and each, an "Exchange Offer") any and all of their outstanding Existing Subordinated Notes for new 10.00% Subordinated Secured PIK Toggle Notes due 2035 (the "New 2035 Notes" and, together with the New 2032 Notes, the "New Notes") to be issued by the Issuer, and cash. Upon the consummation of the Exchange Offers and the related Consent Solicitations (as defined herein), the Issuer will become the parent of the Company. The New Notes will bear interest at a rate and in the manner set forth in the Exchange Offering Memorandum (as defined herein) and will have such other terms and provisions as described in the Exchange Offering Memorandum.

In connection with the Exchange Offers, the Issuer is soliciting consents (such consents, the "Consents" and such solicitations, the "Consent Solicitations" and each, a "Consent Solicitation") from Eligible Holders of the Existing Notes to adopt certain proposed amendments (the "Proposed Amendments") to the indentures governing the Existing Notes (the "Existing Notes Indentures") to (a) eliminate substantially all of the restrictive covenants, certain events of default and related provisions and definitions contained in each of the Existing Notes Indentures and the Existing Notes and (b) with respect to the Existing Junior Notes and the indenture governing the Existing Junior Notes only, release the liens on all of the collateral securing such Existing Junior Notes and eliminate any requirement to provide collateral in the future to secure the Existing Junior Notes.

The Issuer's obligation to accept for exchange Existing Notes validly tendered (and not validly withdrawn) pursuant to the Exchange Offers and related Consent Solicitations is subject to the satisfaction or waiver of certain conditions set forth in the Issuer's confidential offering memorandum and consent solicitation statement, dated November 21, 2025 (the "Exchange Offering Memorandum"), including the condition (the "Minimum Participation Condition") that Eligible Holders representing at least 98% of the outstanding aggregate principal amount of each series of Existing Notes validly tender (and do not validly withdraw) such Existing Notes on or prior to the Expiration Time (the "Minimum Tender Amount"). Subject to applicable law, the Issuer reserves the right, in its sole discretion, to increase, decrease or otherwise change the Minimum Tender Amount and/or waive the Minimum Participation Condition. The Issuer may waive certain conditions without extending the Exchange Offers or the Consent Solicitation, subject to applicable law.

As of the date of the Exchange Offering Memorandum, Eligible Holders beneficially owning over 95% of the outstanding aggregate principal amount of the Existing Junior Notes and over 95% of the outstanding aggregate principal amount of the Existing Subordinated Notes (collectively, the "Supporting Noteholders") have entered into an exchange support agreement (the "Exchange Support Agreement") with the Company and the Issuer pursuant to which the Supporting Noteholders have agreed to validly tender (and not validly withdraw) all of the Existing Notes they hold in the applicable Exchange Offers and to deliver Consents in the related Consent Solicitations on or prior to the Early Exchange Time. As a result of the agreement by the Supporting Noteholders pursuant to the Exchange Support Agreement to validly tender (and not validly withdraw) all of their Existing Notes in the Exchange Offers and to provide their Consents to the Proposed Amendments in the Consent Solicitations, the Issuer and the Company expect to receive the requisite Consents necessary to adopt the Proposed Amendments.

The Exchange Offers and the Consent Solicitations will expire at 5:00 P.M., New York City time, on December 22, 2025, unless extended (such time and date as it may be extended, the "Expiration Time"). Subject to the satisfaction or waiver of the conditions of the Exchange Offers and Consent Solicitations described in the Exchange Offering Memorandum, including the Minimum Participation Condition, the Requisite Consents Condition (as defined and further described in the Exchange Offering Memorandum) and the General Conditions (as defined and further described in the Exchange Offering Memorandum), and the tender acceptance procedures described in the Exchange Offering Memorandum: (A) for each $1,000 principal amount of Existing Junior Notes validly tendered (and not validly withdrawn) at or prior to 5:00 P.M., New York City time, on December 5, 2025, unless extended (such time and date with respect to the Exchange Offers, as the same may be extended, the "Early Exchange Time") or the Expiration Time and accepted for exchange, Eligible Holders of Existing Junior Notes will be eligible to receive $1,000 in value consisting of (a) $775 in principal amount of New 2032 Notes and (b) $225 in cash and (B)(i) for each $1,000 principal amount of Existing Subordinated Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time and accepted for exchange, Eligible Holders of Existing Subordinated Notes will be eligible to receive $1,000 in value consisting of (a) $970 in principal amount of New 2035 Notes and (b) $30 in cash, and (ii) for each $1,000 principal amount of Existing Subordinated Notes validly tendered after the Early Exchange Time and at or prior to the Expiration Time and accepted for exchange, Eligible Holders of Existing Subordinated Notes will be eligible to receive (i) $980 in principal amount of New 2035 Notes and (iii) $20 in cash. Accrued and unpaid interest on the Existing Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time ("Early Settlement Accrued Interest") will be paid in cash by the Issuer to, but not including, the early settlement date of the Exchange Offers (the "Early Settlement Date"), which is expected to occur promptly after the Early Exchange Time and no later than four business days after the Early Exchange Time (such date, the "Early Settlement Date"). Accrued and unpaid interest on the Existing Notes validly tendered (and not validly withdrawn) after the Early Exchange Time and at or prior to the Expiration Time ("Final Settlement Accrued Interest") will be paid in cash by the Issuer to, but not including, the final settlement date of the Exchange Offers (the "Final Settlement Date"), which is expected to occur promptly after the Expiration Time and no later than three business days after the Expiration Time (such date, the "Final Settlement Date"). Rights to withdraw tendered Existing Notes and to revoke delivered Consents will terminate at 5:00 P.M. New York City time on December 5, 2025, unless extended (such time and date as it may be extended, the "Withdrawal Deadline"), except for certain limited circumstances where additional withdrawal rights are required by law or by the terms and conditions set forth in the Exchange Offering Memorandum. Each Eligible Holder that tenders Existing Notes into the Exchange Offers will be deemed to have given its Consent to the Proposed Amendments with respect to the Existing Notes that it has tendered. No additional consideration will be paid for the delivery of Consents. Subject to applicable law and the terms and conditions set forth in the Exchange Offering Memorandum, the Expiration Time with respect to each Exchange Offer and related Consent Solicitation can be extended independently of (i) the Withdrawal Deadline for such Exchange Offer and (ii) the Early Exchange Time, the Expiration Time or Withdrawal Deadline with respect to the other Exchange Offer. Notwithstanding the foregoing, the Issuer reserves the right to amend any of the terms of either Exchange Offer and Consent Solicitation in its sole discretion without extending the Early Exchange Time, the Expiration Time or the Withdrawal Deadline or otherwise reinstating withdrawal rights, subject to applicable law and the terms and conditions set forth in the Exchange Offering Memorandum.

The New Notes will be issued in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof.  If, under the terms of the applicable Exchange Offer, a tendering Eligible Holder is entitled to receive New Notes of either series in a principal amount that is not an integral multiple of $1.00, the Issuer will round downward such principal amount of New Notes to the nearest integral multiple of $1.00. This rounded amount will be the principal amount of such series of New Notes the Eligible Holders will receive, and no additional cash will be paid in lieu of any principal amount of such series of New Notes not received as a result of rounding down.

Each participating Eligible Holder must validly tender (and not validly withdraw) all of the Existing Notes it holds in order to validly participate in the Exchange Offers and Consent Solicitations. 

The following table sets forth the Exchange Consideration to be offered to Eligible Holders of the Existing Notes in the Exchange Offer:

Eligible Holders may not tender their Existing Notes pursuant to an Exchange Offer without delivering a Consent with respect to such Existing Notes tendered pursuant to the related Consent Solicitation, and Eligible Holders may not deliver a Consent pursuant to a Consent Solicitation without tendering the related Existing Notes pursuant to the related Exchange Offer. Existing Notes may not be withdrawn from the Exchange Offers and the related Consents may not be revoked from the Consent Solicitations after the Withdrawal Deadline, subject to applicable law.

The consummation of each of the Exchange Offers and the Consent Solicitations is subject to, and conditioned upon, the satisfaction or waiver by the Issuer of, the Minimum Participation Condition, the Requisite Consents Condition and the General Conditions. Subject to applicable law, the Issuer reserves the right, in its sole discretion, to amend, extend, terminate or withdraw one of the Exchange Offers and related Consent Solicitations without amending, extending, terminating or withdrawing the other, at any time and for any reason, including if any of the conditions set forth under "Conditions to the Exchange Offers and the Consent Solicitations" in the Exchange Offering Memorandum with respect to the applicable Exchange Offer is not satisfied as determined by the Issuer in its sole discretion.

The New Notes and the offerings thereof have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The Exchange Offers and Consent Solicitations will only be made, and the New Notes are only being offered and issued, to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers as defined in Rule 144A promulgated under the Securities Act, (b) non-U.S. persons, in transactions outside the United States, as defined in Regulation S under the Securities Act, or (c) "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities

Act (such holders, the "Eligible Holders"). Only Eligible Holders that have completed and returned the eligibility certification to the Exchange Agent (as defined herein) are authorized to receive and review the Exchange Offering Memorandum and to participate in the Exchange Offers and Consent Solicitations. Copies of all the documents relating to the Exchange Offers and Consent Solicitations may be obtained from the Exchange Agent, subject to confirmation of eligibility by the Exchange Agent. There will be no letter of transmittal for the Exchange Offers.

Eligible Holders of the Existing Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under "Risk Factors" and "Cautionary Statement About Forward-Looking Statements" before making any decision with respect to the Exchange Offers or the Consent Solicitations. None of the Company, the Issuer, the Exchange Agent, the Information Agent (as defined herein), the Existing Notes Trustee (as defined in the Exchange Offering Memorandum), the New Notes Trustee (as defined in the Exchange Offering Memorandum), the Collateral Agent (as defined in the Exchange Offering Memorandum), the Supporting Noteholders or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Existing Notes should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder's Existing Notes for New Notes in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Each Eligible Holder of Existing Notes must make its own decision with respect to whether to tender Existing Notes in the Exchange Offers and, if so, the amount of Existing Notes as to which action is to be taken. Each Eligible Holder of Existing Notes should consult with its advisors as needed to make its decision to tender Existing Notes pursuant to the Exchange Offers and to deliver Consents pursuant to the Consent Solicitations and to determine whether it is legally permitted to participate in the Exchange Offers and Consent Solicitations under applicable laws or regulations.

S&P Global has been appointed as the exchange agent (the "Exchange Agent") and information agent (the "Information Agent") for the Exchange Offers and Consent Solicitations. Questions concerning the Exchange Offers and the Consent Solicitations may be directed to the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum.

About Automotores Gildemeister SpA

Automotores Gildemeister is a leading automotive distributor and dealer group founded in 1986 and headquartered in Santiago, Chile. The company is best known as the official distributor of Hyundai vehicles in Chile and Peru, and also represents other brands such as Volvo, Land Rover, Jaguar, JAC, Mahindra, Geely, JMC, among others.

It operates across Chile, Peru and Costa Rica, with a network of own- and third-party dealers with over 1,000 employees regionally. Its business model includes vehicle sales (new and used), financing and insurance solutions, after-sales services, spare parts aiming to provide a comprehensive mobility ecosystem.

Automotores Gildemeister has played a key role in Hyundai's growth in Latin America and maintains a strong market presence through innovation, customer service, and a diversified portfolio of automotive brands.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the  Exchange Offers, the Consent Solicitations or any other transactions, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" including any statements about the Issuer's proposed Exchange Offers and Consent Solicitations. Any statements that are not statements of historical fact should be considered forward-looking statements. These forward-looking statements generally are identified by the words such as "believe", "could", "may", "will", "anticipate", "can", "expect", "intend", "target", "estimate", "project", "potential", "predict", "forecast", "guideline", "should" or similar expressions, may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. As with the forward-looking statements included in this press release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors, including but not limited to, the adverse impact of failing to consummate the contemplated transactions on our financial condition, business and prospects, the risk that an insufficient number of Eligible Holders participate in the Exchange Offers and tender their Existing Notes, the risk that the Exchange Offers are not consummated on the terms we anticipate or at all, and diversion of our management's attention away from our business in connection with the transactions described herein. All forward-looking statements are based upon information available to the Company and the Issuer on the date of this press release. The Company and the Issuer undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The Company and the Issuer may not succeed in addressing these and other risks.

Contacts

For questions concerning the Exchange Offers and the Consent Solicitation, please contact the Exchange Agent via email at [email protected], with a reference to "Automotores Gildemeister" in the subject line, or by phone at (212) 849-3880 (banks and brokers) or (888) 593-9546 (toll-free).

SOURCE Automotores Gildemeister SpA