MANILA, Philippines, March 19, 2012 /PRNewswire/ -- Cavitex Finance Corp (the "Purchaser") today announced the interim results of the cash tender offer that it commenced for any and all of the outstanding 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"), a company organized under the laws of the Cayman Islands. As of the Early Tender Date, approximately $115,995,000 notes (representing approximately 72.5% of the aggregate amount of Notes outstanding) had been validly tendered and not withdrawn. The amount tendered thus far exceeds the majority amount required under the Notes and related Finance Documents in order to amend the Finance Documents to consummate the transactions contemplated in the Offer to Purchase (as hereinafter defined). Holders are no longer allowed to exercise their withdrawal rights as the Withdrawal Date has lapsed on March 16, 2012.
The Purchaser also announced it has extended the Early Tender Date through to the expiration of the tender offer. Holders who validly tender their Notes after March 16, 2012 but on or prior to the Expiration Date will now be eligible to receive the Total Consideration. As is described in more detail in the Offer to Purchase, the total consideration for each $1,000 principal outstanding amount of Notes validly tendered and not withdrawn pursuant to the Offer is the price equal to $1,000 plus accrued and unpaid interest from the last payment date to, but not including, the Settlement Date (such price being rounded to the nearest $0.01 per $1,000 principal outstanding amount of Notes) (the "Total Consideration"). The "Settlement Date" is the payment date in respect of any Notes that are accepted for purchase and will occur promptly following the Expiration Date, to be determined at the Purchaser's sole discretion. The Purchaser expects that the Settlement Date will be April 16, 2012. No tenders of Notes or deliveries of Consents will be valid if submitted after the Expiration Date.
The tender offer will continue to expire at 11:59 p.m., New York City time, on Friday, March 30, 2012, unless extended or terminated by the Purchaser in its sole discretion (the "Expiration Date").
Cavitex also announced that it understands that UEM-MARA Philippines Corporation (the "Servicer") has informed the Trustee of the Notes that with respect to the Quarterly Reporting Period through February 29, 2012, an Early Amortization Event has occurred pursuant to clause (d) of the definition thereof as MCTRFC has failed to maintain a minimum Quarterly Debt Service Coverage Ratio of 1.15:1.
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).
Capitalized terms not defined herein have the meanings set out in the Offer to Purchase and Consent Solicitation Statement, dated March 5, 2012 (the "Offer to Purchase"). This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes or a solicitation of Consents. The tender offer for the Notes and the related 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 Mr. Luis J.L. Virata. 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