Cavitex Finance Corp Announces Tender Offer and Consent Solicitation for 12.0% Notes Due 2022, Series 2010-1 of Manila Cavite Toll Road Finance Company

MANILA, Philippines, March 5, 2012 /PRNewswire/ -- Cavitex Finance Corp (the "Purchaser") today announced that it commenced a cash tender offer 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.  There are currently outstanding $160 million in aggregate principal amount of the Notes.  The tender offer will expire at 11:59 p.m., New York City time, on Friday, March 30, 2012, unless extended or terminated by the Purchaser (the "Expiration Date").

In conjunction with the tender offer, the Purchaser is soliciting consents of the holders of the Notes ("Consents") (i) to enact certain proposed amendments (the "Proposed Amendments") to (a) eliminate most of the restrictive covenants, all of the Early Amortization Events (other than events arising from the non-payment of the Notes and the occurrence of an Early Amortization Event with respect to any other Series of Notes), all of the Cash Trapping Events and certain reporting provisions, and (b) make certain other changes and confirmations in the Indenture, the Series 2010-1 Indenture Supplement, the Support Agreement, the Servicing Agreement, the Share Pledge Agreement and the Transfer Agreement of a technical or conforming nature, including the deletion of certain definitions and the elimination of certain cross-references, (ii) for UEM-MARA Philippines Corporation ("UMPC") to issue new shares to a third party investor or investors (the "Share Collateral Consent"), (iii) to consent to the termination of any existing Cash Trapping Event Period (the "Cash Trapping Event Period Termination") and (iv) to declare the occurrence of an Early Amortization Event pursuant to clause (d) of the definition of Series 2010-1 Early Amortization Event (the "Early Amortization Event Declaration").  The tender offer and consent solicitation are conditioned upon the holders of Notes representing more than 90% of the aggregate amount of Notes outstanding tendering the Notes, the Purchaser receiving funding to purchase the Notes and other general conditions.  Upon completion or waiver of such conditions, the Purchaser will proceed to purchase the tendered Notes, and the Proposed Amendments, the Share Collateral Consent, the Cash Trapping Event Period Termination and the Early Amortization Event Declaration will be effected. The Purchaser has reserved the right to amend, extend, or terminate the tender offer and consent solicitation at any time.

The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated March 5, 2012 (the "Offer to Purchase") and related Consent and Letter of Transmittal ("Letter of Transmittal").  Capitalized terms used in this press release and not otherwise defined are used as defined in the Offer to Purchase.  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 Total Consideration includes an early tender premium (the "Early Tender Premium") of $30.00 per $1,000 principal outstanding amount of Notes payable in respect of Notes validly tendered and not withdrawn as to which Consents are delivered on or prior to 5:00 p.m., New York City time, on March 16, 2012 (the "Early Tender Date").  The "Purchase Price" for each $1,000 principal outstanding amount of Notes is equal to the Total Consideration less the Early Tender Premium.  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.  Holders who validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date and do not withdraw their tender will be eligible to receive the Purchase Price.  In each case, holders whose Notes are accepted for purchase shall receive accrued and unpaid interest from the last payment date to, but not including, the Settlement Date (as defined herein), payable on the Settlement Date.  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.

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 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.

Disclaimer

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.

About MCTRFC

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