MANILA, Philippines, April 12, 2012 /PRNewswire/ -- Cavitex Finance Corp (the "Purchaser") today announced that the tender offer (the "Offer") and consent solicitation (the "Consent Solicitation") in respect of 12.0% Notes Due 2022, Series 2010-1 (ISIN Nos. US563244AA01 and USG5800VAA38 and CUSIP Nos. 563244 AA0 and G5800V AA3) (the "Notes") issued by Manila Cavite Toll Road Finance Company ("MCTRFC"), which commenced on March 5, 2012, expired at 11:59 p.m., New York City time, on April 11, 2012 (the "Expiration Date").
As of the Expiration Date, the Purchaser had received tenders and consents (the "Consents") from holders of US$143,145,000, or approximately 89.47%, of the US$160 million of aggregate principal amount of the outstanding Notes. Capitalized terms used in this press release and not otherwise defined are used as defined in the Offer to Purchase.
The remaining $16,855,000 aggregate principal amount of the Notes that was not tendered pursuant to the Offer and Consent Solicitation will remain outstanding following the completion of the Offer. These Notes will no longer have the benefits of many of the restrictive covenants and certain other provisions of the Indenture and the other Finance Documents, as described in detail in the Offer.
As previously communicated, the Settlement Date will be April 16, 2012. All conditions precedent under the Offer have been met, with the exception of the Consent Condition, which has been waived. Payment of the Total Consideration, plus accrued and unpaid interest from the last Payment Date to, but not including, the Settlement Date, applicable to Notes that have been validly tendered and accepted for purchase pursuant to the Offer will occur on the Settlement Date. Payment of the Purchase Price or the Total Consideration by the Purchaser on the Settlement Date will be made based on the outstanding principal balance of the Notes after giving effect to amounts paid to Holders on such date as a result of it also being an Early Amortization Payment Date.
Bank of America Merrill Lynch is the Manager for the tender offer and consent solicitation and may be contacted at +1 (646) 855-3401 (collect) or + 1 (888) 292-0070 (toll free). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at + 1 (212) 430-3774 (collect) or + 1 (866) 924-2200 (toll free).
This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes or a solicitation of Consents. The Offer and the Consent Solicitation are only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. Holders of the Notes should read the Offer to Purchase and the Letter of Transmittal carefully prior to making any decision with respect to the tender offer and consent solicitation because they contain important information.
This announcement has been issued by and is the sole responsibility of the Purchaser. In accordance with normal practice, Bank of America Merrill Lynch expresses no opinion on the merits of the tender offer or the consent solicitation, nor does it accept any responsibility for the accuracy or completeness of this announcement or any other document prepared in connection with the tender offer or the consent solicitation.
About the Purchaser
The Purchaser is a company formed under the laws of the Cayman Islands. The Purchaser's corporate seat is in the Republic of the Philippines. The registered office of the Purchaser is at the offices of Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands. The Purchaser is wholly owned by Goldbow Investment Limited. The directors of the Purchaser are Luis J.L. Virata, Elizabeth Virata, Leonides Juan Mariano Virata, Andrew Jude D. Deyto and Lilian P. Cariaso.
Manila Cavite Toll Road Finance Company was incorporated as an exempted company under the laws of the Cayman Islands on February 11, 2010 with limited liability for the sole purpose of issuing the Notes and any Additional Notes from time to time and entering into the transactions described in the Offering Circular dated August 23, 2010. MCTRFC has no subsidiaries and no employees.
SOURCE Cavitex Finance Corp