CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A. ("CLISA") Announces Early Tender Results and Extension of Early Participation Date for any and all of the Outstanding U.S.$302,261,086 9.5% Senior Secured Notes due 2023 and any and all of the Outstanding U.S.$29,960,000 9.5% Senior Unsecured Notes due 2023 Issued by CLISA and Guaranteed by Cliba Ingeniería Urbana S.A. and Benito Roggio e Hijos S.A. and Related Solicitations

BUENOS AIRES, Argentina, July 28, 2021 /PRNewswire/ -- CLISA ("CLISA" or the "Issuer") today announced the early participation results in connection with the previously announced offer to exchange (the "Exchange Offer") for any and all of the outstanding U.S.$302,261,086 9.5% Senior Secured Notes due 2023 (the "Old Secured Notes") and any and all of the outstanding U.S.$29,960,000 9.5% Senior Unsecured Notes due 2023 (the "Old Unsecured Notes") issued by CLISA and guaranteed by Cliba Ingeniería Urbana S.A. and Benito Roggio e Hijos S.A. (together, the "Old Notes") for Step-Up Senior Secured Notes due 2027 (the "New Notes") to be issued by CLISA.

In conjunction with the Exchange Offer, CLISA commenced a consent solicitation (the "Consent Solicitation") according to which it is soliciting from holders of Old Notes (the "Holders") their consents (the "Consents") to certain proposed amendments to the terms and conditions of the indentures (the "Old Notes Indentures") under which the Old Notes were issued (the "Proposed Amendments") and certain powers and instructions.

The terms and conditions of the Offer (as defined below), as well as the Proposed Amendments, are described in the exchange offer memorandum and consent solicitation statement, dated July 15, 2021 (the "Exchange Offer Memorandum"). The Exchange Offer Memorandum is amended and supplemented by this press release. Except as otherwise set forth herein, the terms and conditions previously set forth in the Exchange Offer Memorandum remain applicable in all respects to the Offer, and this press release should be read in conjunction therewith.

The Issuer has been advised that, as of the Early Participation Date, U.S.$307,619,909 in aggregate principal amount of the Old Notes, or approximately 92.59% of the outstanding Old Notes, had been tendered pursuant to the Exchange Offer.  In addition, the Issuer has been advised that U.S.$294,800,909 in aggregate principal amount of the Old Secured Notes, or approximately 97.53% of the outstanding Old Secured Notes, had been tendered pursuant to the Exchange Offer.

The Exchange Offer and the Solicitations (as defined below) are subject to (i) certain conditions (that CLISA may invoke or waive in whole or in part), and (ii) the following conditions (which cannot be waived by CLISA): (x) that Old Notes are validly offered and not validly withdrawn on the Expiration Date (as defined below), representing at least 66.67%, of the total outstanding nominal value of the Old Notes and interest accrued as of the Cut-off Date (as defined in the Exchange Offer Memorandum) (not including the Old Notes that are held by CLISA or its subsidiaries) and (y) that the special majority of 75% of the aggregate principal amount of Old Secured Notes required to release the guarantees of the Old Secured Notes is reached with respect to the Old Secured Notes (the "Minimum Conditions"). Solicitations will automatically cease to have effect if the Minimum Conditions have not been met by the Expiration Date. 

In addition, CLISA announces today that it will extend the Early Participation Date until 9:00 a.m. New York City time, on August 12, 2021.

As a result, Holders whose Old Notes have been validly tendered and Consents (as defined below) delivered prior to the Expiration Date, and which are not validly withdrawn or revoked and are accepted by CLISA, will be entitled to receive the Early Participation Consideration (as described in the Exchange Offer Memorandum), which is payable in cash, and the Exchange Price (as described in the Exchange Offer Memorandum) on the Exchange Date.  The Exchange Date is expected to occur on or about August 17, 2021 (the "Exchange Date").

Holders who have not yet tendered their respective Old Notes have until 9:00 a.m. New York City time, on August 12, 2021, unless extended by the Issuer (such time and date, as it may be extended, the "Expiration Date") to tender such Old Notes pursuant to the Offer. 

The Proposed Amendments require the affirmative vote of a majority of the outstanding aggregate principal amount of the Old Notes except for the amendment consisting of (i) the release of the collateral securing the Old Secured Notes (the "Old Share Pledge") and (ii) the release of certain subsidiaries from their obligations to guarantee the Old Notes (the "Existing Guarantees"); which require the affirmative vote of Holders of at least 75% of the outstanding aggregate principal amount of the Old Secured Notes and the Old Unsecured Notes, respectively (the "Requisite Consents") in accordance with the Old Notes Indentures.  If the Requisite Consents are obtained, the Proposed Amendments will be approved in accordance with DTC's ATOP procedures (as defined in the Exchange Offer Memorandum) regarding the Old Notes and at a meeting of Holders to be held pursuant to Argentine laws regarding the Old Unsecured Notes, and the Proposed Amendments will become effective eliminating substantially all of the restrictive covenants and certain events of default and related provisions, as well as releasing the Old Share Pledge and the Existing Guarantees, under the Old Notes Indentures. 

The Issuer also commenced a Consent Solicitation to request that the Holders grant certain powers and provide instructions to D.F. King, as Information, Exchange and Tabulation Agent (the "Information, Exchange and Tabulation Agent"), so that the Information, Exchange and Tabulation Agent may, on their behalf, among other matters, if on the Expiration Date the Old Notes validly submitted in the Exchange Offer represent less than 98% of the aggregate principal amount of outstanding Old Notes and the Minimum Conditions are met, enter into CLISA's acuerdo preventivo extrajudicial ("CLISA's APE" and, the "APE Solicitation" and, the APE Solicitation together with the Consent Solicitation, the "Solicitations") for the restructuring of the debt represented by the Old Notes and the extinction and novation of the Old Share Pledge and the Existing Guarantees by means of an out-of-court reorganization agreement and for certain consents in relation to the CLISA's APE. The APE Solicitation, together with the Consent Solicitation and the Exchange Offer, is referred to as the "Offer."

Subject to applicable law and as provided for in the Exchange Offer Memorandum, CLISA may, in its sole discretion, extend, reopen, amend, waive any condition (except for the Minimum Conditions) of, terminate or withdraw the Offer at any time prior to its announcement of whether it will accept valid offers to tender Old Notes and delivery of related Consents pursuant to the Offer.

A Holder of Old Notes wishing to participate in the Exchange Offer must, or arrange on its behalf to, not later than the Expiration Date and, in any event, before such earlier deadline as may be required to be met by the relevant clearing system, (i) comply with the ATOP procedures for book-entry transfer or (ii) if such Holder is a beneficial owner that holds Old Notes through Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream"), contact Euroclear or Clearstream directly to ascertain their procedure for tendering Old Notes, deliver consents and grant powers and comply with such procedure.

For purposes of granting powers and instructions under the APE Solicitation, DTC participants must sign and execute the Instruction Letter (as defined in the Exchange Offer Memorandum) and deliver the Instruction Letter to the Information, Exchange and Tabulation Agent prior to the Expiration Date.

When considering whether to participate in the Offer, Holders should take into account that restrictions on the transfer of Old Notes by Holders will apply from the time of submission of instructions to the relevant clearing system.

The Issuer has entered into a Restructuring Support Agreement (the "RSA") with members of an Ad Hoc Group of its Old Secured Notes regarding the current Offer which is being launched pursuant to the terms of the RSA. Holders of approximately 72.9% of the outstanding principal amount of Old Secured Notes have agreed, subject to the terms of the RSA, to support the Exchange Offer including through the tender of their Old Secured Notes in the Exchange Offer and by providing their Consents to the Proposed Amendments in the Consent Solicitation. 

Information Relating to the Offer

BCP Securities, LLC is acting as the Dealer Manager and Solicitation Agent with respect to the Exchange Offer and the Consent Solicitation and APE Solicitation outside Argentina, and Banco CMF S.A. is acting as the Argentine Dealer Manager and Solicitation Agent in Argentina.  Investors with questions may contact BCP Securities, LLC at +1 (203) 629-2186 and Banco CMF S.A. at +54 11 4318-6800.

D.F. King has been appointed as Information, Exchange and Tabulation Agent. All questions to the Information, Exchange and Tabulation Agent should be directed to email: [email protected] or telephone: +1 212 269 5550 (New York) and +1 866 745 0273 (toll free).

Copies of the Exchange Offer Memorandum may be found for consultation through the Argentine National Securities Commission ("CNV") web site (in Spanish language), https://www.argentina.gob.ar/cnv under the item: "Companies (Empresas)" or at the Offer Website: www.dfking.com/clisa.

Neither the Exchange Offer Memorandum nor any related document has been filed with the U.S. Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, except that the CNV has authorized the Exchange Offer and the public offering of the New Notes in Argentina but has not issued an opinion about the Exchange Price or the Early Participation Consideration to be received pursuant the terms of the Exchange Offer and Consent Solicitation and APE Solicitation.  No authority has passed upon the accuracy or adequacy of the Exchange Offer Memorandum, the New Notes or any related document, and it is unlawful and may be a criminal offence to make any representation to the contrary.

This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Exchange Offer and Consent Solicitation and APE Solicitation are being made solely pursuant to the Exchange Offer Memorandum.  The Exchange Offer and Consent Solicitation and APE Solicitation are not being made to, nor will the Issuer accept tenders of Old Notes and deliveries of Consents from, Holders in any jurisdiction in which the Exchange Offer and the Consent Solicitation and APE Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky or other laws of such jurisdiction.

The New Notes have not been registered, and will not be registered, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any other jurisdiction, other than Argentina. The New Notes may not be offered within the United States or to, or for the account or benefit of, U.S. persons, except to Holders in compliance with Section 4(a)(2), Regulation S under the Securities Act or another available exemption from the registration requirements of the Securities Act.

None of the Dealer Manager, the Argentine Dealer Manager, the Information, Exchange and Tabulation Agent or CLISA or the Guarantors makes any recommendation as to whether Holders should tender Old Notes and deliver the related Consents.

About the Issuer

CLISA is a leading Argentine infrastructure manager and developer with over 110 years of experience.  CLISA is currently organized along four principal business segments: (i) Construction, (ii) Waste Management, (iii) Transportation and (iv) Water Supply Services.  CLISA provides services to both the public and private sectors with a majority of its projects concentrated in the public sector.

Forward-Looking Statements

This press release contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Issuer's current beliefs, expectations and projections about future events and financial trends affecting the Issuer's business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates, and operating and financial risks related to managing growth and integrating acquired businesses), many of which are beyond the control of the Issuer. The occurrence of any such factors not currently expected by the Issuer would significantly alter the results set forth in these statements. The Issuer expressly disclaims a duty to update any of the forward-looking statements.

Contact:

CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A.

Leandro N. Alem 1050 – 9^th Floor
C1001AAS City of Buenos Aires
Argentina
Tel.: +54 11 6091 7325
Fax: +54 11 6091 7301
E-mail address: [email protected]

SOURCE CLISA - Compañía Latinoamericana de Infraestructura & Servicios S.A.