CFG INVESTMENT S.A.C. ANNOUNCES INITIAL RESULTS, UPSIZE AND EXTENSION OF ITS OFFERS

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR SELL, OR AN INVITATION OR SOLICITATION OF AN OFFER TO BUY OR SELL, SECURITIES IN ANY JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL OR TENDER, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

LONDON, April 3, 2023 /PRNewswire/ -- CFG Investment S.A.C. (the "Company") today announced the initial results of its previously announced offers to (i) redeem for cash its Variable Rate Senior Secured Notes due 2032 (the "Senior Secured Notes") and (ii) purchase for cash its 10.00% Second Lien Notes due 2032 (the "Second Lien Notes", and together with the Senior Secured Notes, the "Notes") (each such offer, an "Offer" and together, the "Offers"), up to a maximum aggregate principal amount of U.S.$40,000,000 (such amount as may be modified by the Company in its sole discretion, the "Maximum Payment Amount"), from eligible holders of the Notes ("Eligible Holders") at redemption amounts or purchase prices, as applicable, determined pursuant to a modified Dutch auction on the terms and conditions set forth in the Company's Offer Memorandum, dated as of March 13, 2023 (the "Offer Memorandum"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Offer Memorandum.

Initial Results of the Offers

The table below sets forth the results of the Offers, according to information provided by the Tender Agent, as of 16:00 (London time) on March 31, 2023:

_____________________

(1)  This amount excludes accrued and unpaid interest from and including the interest payment date immediately preceding the Initial Settlement Date (as defined below) to, but excluding the Initial Settlement Date ("Accrued Interest"), which will be paid by the Company to the holders of the Notes validly tendered and accepted in the Offers.

(2)  Expressed as a percentage of the outstanding aggregate principal amount of the Notes.

The Company expects to accept for redemption all Senior Secured Notes tendered at the Redemption Value of up to 135% of the outstanding aggregate principal amount of the Senior Secured Notes and to accept for purchase all Second Lien Notes tendered at the Clearing Price of up to 80% of the outstanding aggregate principal amount of the Second Lien Notes, as applicable (such aggregate principal amount accepted, the "Initial Settlement Amount"), and the settlement thereof is expected to occur on or about April 6, 2023 (the "Initial Settlement Date"). All Holders of Notes accepted for redemption or purchase will receive the Redemption Value or the Clearing Price, as applicable, plus Accrued Interest.  

Upsize and Extension of the Offers

Pursuant to the terms set forth in the Offer Memorandum, the Company announced today that it is upsizing, amending and extending the Offers on the terms and conditions set forth herein (the "Extended Offers"). The Company has increased the Maximum Payment Amount to $61,138,261 (which amount includes the Initial Settlement Amount).

In addition to the Initial Settlement Amount, the Company is offering to purchase or redeem, as applicable, for cash, up to an additional $20,000,000 aggregate principal amount of Notes (in each case, excluding any accrued but unpaid interest, and such amount as may be modified by the Company in its sole discretion) tendered, with respect to the Second Lien Notes, at the Clearing Price of 80% of the outstanding aggregate principal amount of the Second Lien Notes and, with respect to the Senior Secured Notes, at the Redemption Value of 135% of the outstanding aggregate principal amount of the Senior Secured Notes. Notes will be purchased on a pro rata basis up to the Maximum Payment Amount. The expiration time for the Offers has been extend until 16:00, London Time, on April 14, 2023 (the "Expiration Deadline").  

To participate in the Extended Offers, Eligible Holders must submit tenders to the Tender Agent at the Redemption Value or Clearing Price, as applicable.

The Offers are being made pursuant to the terms and subject to the conditions described in the Offer Memorandum, as amended by this announcement. Except as described in this announcement, all other terms and conditions of the Offers as described in the Offer Memorandum remain unchanged.

No Withdrawal of Tenders

Once tenders of the Notes have been made, such tenders may not be withdrawn at any time, unless the applicable Offer is terminated without any Notes being accepted or as required by applicable law. If such a termination occurs, the Notes will be returned to the tendering holder as promptly as practicable.

Indicative Timeline:

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in the Offers before the deadlines specified above. The deadlines set by any such intermediary or Clearstream Banking, S.A. for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Information and Tender Agent:

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: [email protected]
Attention:  Illia Vyshenskyi / Paul Kamminga
Website: https://deals.is.kroll.com/cfgtender

The Offer Memorandum is available upon request to the Tender Agent at the contact details set forth above, subject to applicable distribution restrictions and eligibility confirmations.

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.

The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) to U.S. persons (as such term is defined in Regulation S), in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a U.S. person, a person located in the United States or any agent, fiduciary or other intermediary acting for a principal located in the United States will be invalid and will not be accepted. The Offers are being made and may be accepted by dealers or other professional fiduciaries in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States.

Each Eligible Holder of Notes participating in an Offer will represent that it is a non-U.S. person (as such term is defined in Regulation S) located outside the United States or a dealer or other professional fiduciary in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

This communication is neither an offer to redeem or purchase nor a solicitation of an offer to redeem or sell securities, nor is it a solicitation for acceptance of an offer. This communication is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful. None of the Company, the Tender Agent or any of their respective affiliates makes any recommendation as to whether or not any bondholder should tender its Notes pursuant to the Offers. Each bondholder must make its own decision as to whether or not to tender its Notes in connection with the Offers.

SOURCE CFG Investment S.A.C.