CLISA - Compañía Latinoamericana de Infraestructura & Servicios S.A. ("CLISA") Announces Final Exchange Results for Any and All of the Outstanding U.S.$300,000,000 9.5% Senior Notes due 2023 Issued by CLISA and Guaranteed by Cliba Ingeniería Urbana S.A. and Benito Roggio e Hijos S.A. and Related Consent Solicitation

BUENOS AIRES, Argentina, Jan. 14, 2020 /PRNewswire/ -- CLISA (the "Company") today announced the final results in connection with the previously announced (i) offer to exchange (the "Exchange Offer") any and all of the outstanding U.S.$300,000,000 9.5% Senior Notes due 2023 issued by CLISA and guaranteed by Cliba Ingeniería Urbana S.A. and Benito Roggio e Hijos S.A. (the "Old Notes") for 9.5% Senior Secured Notes due 2023 (the "New Notes") to be issued by Clisa, and (ii) related consent solicitation (the "Consent Solicitation") according to which it solicited from holders of Old Notes (the "Holders" consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the terms and conditions of the Old Notes, as described in the exchange offer memorandum and consent solicitation dated December 13, 2019 (the "Exchange Offer Memorandum").  The Consent Solicitation, together with the Exchange Offer, is referred to as the "Offer".  The deadline for the Exchange Offer and the Consents occurred on January 14, 2020 at 9:00 a.m., New York City time (the "Expiration Date").

The Company has been advised that, as of the Expiration Date, U.S.$270,040,000 in aggregate principal amount of the Old Notes, or approximately 90.01% of the outstanding Old Notes, had been validly tendered for exchange pursuant to the Exchange Offer, with related Consents delivered pursuant to the Consent Solicitation. 

The terms and conditions of the Offer, as well as the Proposed Amendments, are described in the Exchange Offer Memorandum, previously distributed to the Holders. 

Holders whose Old Notes and Consents were validly tendered prior to the Expiration Date, and which were not validly withdrawn or revoked and were accepted by CLISA, are entitled to receive the Early Participation Payment, the Exchange Price and the Consent Fee (each as described in the Exchange Offer Memorandum), plus accrued and unpaid interest up to, but not including, the Exchange Date. The Exchange Date is currently expected to be January 17, 2020.

The Company has received the requisite consents for the amendment of the Old Notes, and the Proposed Amendments will be approved at a meeting of Holders to be held at the offices of CLISA at 9:00 hours (City of Buenos Aires time) on January 17, 2020, as set forth in the Exchange Offer Memorandum. Any Notes not tendered and exchanged or purchased pursuant to the Exchange Offer will remain outstanding and will be subject to the terms of the Old Notes Indenture (as described in the Exchange Offer Memorandum), as amended by the Proposed Amendments.

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 Banco CMF S.A. is acting as the Argentine Dealer Manager and Solicitation Agent.  Investors with questions may contact BCP Securities, LLC at +1 203 629 2181 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: +44 20 7920 9700 (London) or +1 212 269 5550 (New York) and +1 800 901 0068 (toll free).

Copies of the Exchange Offer Memorandum may be found for consultation through the CNV web site, www.cnv.gov.ar under the item: "Companies (Empresas)" or at the Offer Website: https://sites.dfkingltd.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.  No authority has passed upon the accuracy or adequacy of the Exchange Offer Memorandum 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 Exchange Offer and Consent Solicitation are being made solely pursuant to the Exchange Offer Memorandum.  The Exchange Offer and Consent Solicitation are not being made to, nor will the Company accept tenders of Old Notes and deliveries of Consents from, Holders in any jurisdiction in which the Exchange 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.

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) or Regulation S under the Securities Act, as applicable.

About the Company

We are a leading Argentine infrastructure manager and developer with over 110 years of experience.  We are currently organized along four principal business segments: (i) Construction, (ii) Waste Management, (iii) Transportation and (iv) Water Supply Services.  We also engage in other minor business operations, which we report under our Other Activities segment.  We provide services to both the public and private sectors with a majority of our 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 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 Company's current beliefs, expectations and projections about future events and financial trends affecting the Company'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 Company. The occurrence of any such factors not currently expected by the Company would significantly alter the results set forth in these statements.  The Company 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 – piso 9º
C1001AAS City of Buenos Aires
Argentina
Tel.: +54 11 6091 7300
Fax: +54 11 6091 7301
E-mail address: [email protected]

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