BUENOS AIRES, Argentina, July 15, 2016 /PRNewswire/ -- CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A. — 15 July, 2016. CLISA (the "Purchaser") today announced the early tender results in connection with the previously announced tender offer for cash (the "Tender Offer") for any and all of the outstanding U.S.$87,106,000 11.50% Series 4 Notes due 2019 issued by CLISA and guaranteed by Cliba Ingeniería Ambiental S.A. and Benito Roggio e Hijos S.A. (ISIN XS1116464220) (the "Notes") and related consent solicitation (the "Consent Solicitation") according to which it solicited from holders of Notes (the "Holders") consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the terms and conditions of the Notes (the "Conditions"), which are expected to make the covenants of the Notes substantially consistent with the covenants proposed for the Proposed Offering (as defined below). The Consent Solicitation, together with the Tender Offer, is referred to as the "Offer". The early tender deadline for the Tender Offer and the Consents occurred on 13 July, 2016 at 17:00 hours Central European Time (the "Early Tender Time").
The Purchaser has been advised that, as of the Early Tender Time, U.S.$69,504,852 in aggregate principal amount of the Notes, or approximately 79.79% of the outstanding Notes, had been validly tendered pursuant to the Tender Offer, with related Consents delivered pursuant to the Consent Solicitation. The Purchaser has been further advised that, as of the Early Tender Time, an additional U.S.$12,366,000 in aggregate principal amount of the Notes, or approximately 14.20% of the outstanding Notes, had validly submitted a Consent Only Instruction (as described in the Offer and Consent Statement) pursuant to the Consent Solicitation.
The terms and conditions of the Offer, as well as the Proposed Amendments, are described in the tender offer and consent solicitation statement, dated 29 June, 2016 (the "Offer and Consent Statement"), previously distributed to the Holders.
Holders whose Notes have been validly tendered prior to the Early Tender Time, and which are not validly withdrawn or revoked and are accepted by CLISA, are entitled to receive the Total Consideration (as described in the Offer and Consent Statement), which includes an early tender premium, plus accrued and unpaid interest up to, but not including, the Settlement Date (as defined below) for the Notes. The Settlement Date is expected to occur on or about 5 August, 2016 (the "Settlement Date"). The Purchaser intends to pay for all Notes validly tendered and related consents delivered and accepted for purchase pursuant to the Offer on the Settlement Date.
Holders whose Consent Only Instructions have been validly delivered prior to the Early Tender Time, and which are not validly withdrawn or revoked and are accepted by CLISA, are entitled to receive the Early Consent Premium (as described in the Offer and Consent Statement). The Purchaser intends to pay for all Consent Only Instructions validly delivered and accepted pursuant to the Offer on the Settlement Date.
Holders who have not yet tendered their respective Notes have until 04:59 hours, Central European Time, on 28 July, 2016, unless extended by the Purchaser (such time and date, as it may be extended, the "Expiration Time") to tender such Notes pursuant to the Offer. Any Holders who validly tender their respective Notes after the Early Tender Time, but at or prior to the Expiration Time will not be entitled to receive the early tender premium and will therefore be entitled to receive only the Tender Offer Consideration (as described in the Offer and Consent Statement), plus accrued and unpaid interest up to, but not including, the Settlement Date.
Any Holder who does not wish, or who is not able, to tender its Notes for purchase pursuant to the Offer may be eligible, to the extent permitted by applicable laws and regulations, to submit a Consent Only Instruction, not later than the Expiration Time and, in any event, before such earlier deadline as may be required to be met by the relevant Clearing System (unless the Offer is terminated earlier), in the form and following the additional instructions indicated in the Offer and Consent Statement.
Notwithstanding any other provision of the Offer and Consent Statement, CLISA's acceptance of the Offer from Holders is conditional upon satisfaction of (i) the Financing and Repayment Condition (as defined in the Offer and Consent Statement) (including the successful consummation of a proposed offering of senior notes to be sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Proposed Offering"), in an amount and on terms and conditions satisfactory to CLISA in its sole discretion, and the net cash proceeds received therefrom which meet the requirements set out in the Offer and Consent statement) and (ii) the General Conditions (as defined and described in the Offer and Consent Statement).
In addition, subject to applicable law and as provided for in the Offer and Consent Statement, CLISA may, in its sole discretion, extend, reopen, amend, waive any condition of, terminate or withdraw the Offer at any time prior to its announcement of whether it will accept valid offers to tender Notes and delivery of related Consents or Consent Only Instructions pursuant to the Offer.
In case of any amendments to the terms and conditions of the Offer, CLISA will grant certain revocation rights as described in the Offer and Consent Statement. No amendment to the terms and conditions of the Offer will be made by CLISA after the Expiration Time. Notice will be given if the terms and conditions of the Offer are amended through a publication with the daily bulletin published by the Buenos Aires Stock Market (Mercado de Valores de Buenos Aires S.A.), through the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires) (the "Merval's Daily Bulletin"), the website of the Mercado Abierto Electrónico S.A. ("MAE"), and the Financial Information Highway (Autopista de Información Financiera) of the Argentine National Securities Commission (Comisión Nacional de Valores).
A Holder of Notes wishing to participate in the Tender Offer must submit, or arrange to have submitted on its behalf, not later than the Expiration Time and, in any event, before such earlier deadline as may be required to be met by the relevant Clearing System (as defined in the Offer and Consent Statement) (unless the Offer is terminated earlier), a duly completed Electronic Acceptance Notice (as defined in the Offer and Consent Statement) in the form and following the additional instructions indicated in the Offer and Consent Statement.
When considering whether to participate in the Offer, Holders should take into account that restrictions on the transfer of Notes by Holders will apply from the time of submission of Electronic Acceptance Notices or Consent Only Instructions.
Information Relating to the Offer
BCP Securities, LLC and Santander Investment Securities Inc. are acting as the Dealer Managers and Solicitation Agents with respect to the Tender Offer and the Consent Solicitation and Banco Santander Río S.A. is acting as the Argentine Dealer and Solicitation Agent. Investors with questions may contact BCP Securities, LLC at +1 203 629 2181, Santander Investment Securities Inc. at + 1 212 940 1442 (Collect) or +1 855 404 3636 (Toll Free) and Banco Santander Río S.A. at +54 11 4341 1033.
D.F. King has been appointed as Information and Tender Agent. All questions to the Information and Tender Agent should be directed to email: [email protected] or telephone: +44 20 7920 9700.
Copies of the Offer and Consent Statement may be found for consultation through the Financial Information Highway or at the Offer Website: https://sites.dfkingltd.com/clisa.
This press release is neither an offer to sell nor a solicitation of offers to buy any securities. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer and Consent Statement.
Neither the Offer and Consent Statement 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. No authority has passed upon the accuracy or adequacy of the Offer and Consent Statement nor 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 Tender Offer and Consent Solicitation are being made solely pursuant to the Offer and Consent Statement. The Tender Offer and Consent Solicitation are not being made to, nor will the Purchaser accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky or other laws of such jurisdiction.
None of the Dealer Managers and Solicitation Agents, the Argentine Dealer and Solicitation Agent, the Information and Tender Agent or CLISA makes any recommendation as to whether Holders should (i) tender Notes and deliver the related Consents or (ii) deliver Consent Only Instructions pursuant to the Offer.
About the Purchaser
CLISA is a leading Argentine infrastructure manager and developer with over 100 years of experience. It is currently organised along four principal business segments: (i) construction and toll road concessions, (ii) waste management, (iii) transportation and (iv) water supply services. It also engages in other minor business operations, such as health care management services. However, CLISA derives substantially all of its consolidated sales from the operations of its waste management, construction and toll road concessions and transportation segments.
This press release contains certain "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, 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 Purchaser's current beliefs, expectations and projections about future events and financial trends affecting the Purchaser'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 Purchaser. The occurrence of any such factors not currently expected by the Purchaser would significantly alter the results set forth in these statements. The Purchaser expressly disclaims a duty to update any of the forward-looking statements.
CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A.
Leandro N. Alem 1050 – piso 9º
C1001AAS City of Buenos Aires
Tel.: +54 11 6091 7300
Fax: +54 11 6091 7301
SOURCE CLISA - Compania Latinoamericana de Infraestructura & Servicios S.A.