CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A. ("CLISA") Announces Launch of Consent Solicitation with respect to its outstanding Step-Up Senior Secured Notes due 2027

(CUSIP/ISIN No. 20445P AH8/ US20445PAH82 (144A) and P3063X AJ7/ USP3063XAJ74 (Reg. S))

BUENOS AIRES, Argentina, Nov. 19, 2024 /PRNewswire/ -- CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A. ("Clisa") — Clisa today announced that, subject to the conditions set forth in the consent solicitation statement dated as of November 19, 2024 (the "Consent Solicitation Statement"), it is soliciting consents (the "Consents") from the holders (the "Noteholders") of its outstanding Step-Up Senior Secured Notes due 2027 (CUSIP/ISIN No. 20445P AH8 / US20445PAH82 (144A) and P3063X AJ7 / USP3063XAJ74 (Reg. S)) (the "Notes") to certain amendments, including, among others, reducing the aggregate principal amount to U.S.$270,000,000, extending the maturity date to December 10, 2031, for an aggregate principal amount of U.S.$200,000,000, and to December 10, 2034, for the remaining aggregate principal amount of U.S.$70,000,000, modifying the applicable interest rate and scheduled interest payments, adding new collateral, strengthening certain covenants and adding others, including a covenant to issue the Clisa-Only Redeemable Notes (as defined below), granting a waiver of past defaults and modifying other material terms of the Notes as set forth  in the Consent Solicitation Statement (the "Proposed Amendments"), by amending the indenture dated as of August 17, 2021, among Clisa, the subsidiary guarantors party thereto (the "Note Guarantors"), The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the "Trustee") and TMF Trust Company (Argentina) S.A., as registrar, paying agent, transfer agent, trustee representative in Argentina and collateral agent (the "Collateral Agent") (as amended and supplemented from time to time, the "Indenture") governing the Notes (the "Consent Solicitation").

If the Requisite Consents (as defined below) are obtained and other conditions set forth in the Consent Solicitation Statement are satisfied (or waived, in the case of the conditions that may be waived), Clisa will pay, on the Consent Closing Date (as defined in the Consent Solicitation Statement) an aggregate consent consideration of U.S.$25,000,000 (the "Consent Consideration"), which will be partially funded through an equity contribution of Ps. 15,000 million (approximately U.S.$15 million at the current exchange rate) to be made by Clisa's controlling shareholder, to be divided pro rata among those Noteholders whose Consents are validly delivered and received on or prior to the Expiration Date (as defined below) and not validly revoked prior to, but not after the Expiration Date (such date, the "Withdrawal Date").  In such case, non-consenting Noteholders will not be entitled to receive the Consent Consideration.   

Clisa is soliciting the Consents to the Proposed Amendments due to the progressive deterioration of its financial situation over the recent years, characterized by successive and persistent adverse macroeconomic conditions in Argentina, together with the current challenging scenario derived from the public works standstill being carried out by the Argentine Government and the sharp declines of Clisa's Adjusted EBITDA and cash flow generation in 2024. The Proposed Amendments aim at restoring Clisa's capital structure and adjusting the terms and conditions of the Notes to the company's actual cashflow generation.

The Consent Solicitation will expire at 5:00 p.m. New York City time (7:00 p.m., Buenos Aires City time) on December 17, 2024, unless extended or earlier terminated by Clisa, in each case, in its sole and absolute discretion, subject to applicable law (the "Expiration Date").

Pursuant to the Indenture, the Proposed Amendments require the prior Consent of Noteholders representing not less than 75% of the aggregate principal amount of the outstanding Notes (such Consents, the "Requisite Consents"). If the Requisite Consents are obtained on or prior to the Expiration Date, the Consent Closing Date is expected to occur promptly following the Expiration Date.

Following constructive and productive discussions in the last few months, Clisa has entered into an agreement with certain Noteholders whose holdings collectively represent a majority of the principal amount of the Notes outstanding (the "Supporting Noteholders"). Under this agreement, such Supporting Noteholders have committed to support the Consent Solicitation, including by submitting their Consents to the Proposed Amendments with respect to all Notes held by such Noteholders by the Expiration Date.  Clisa is grateful for the continuous support of the Supporting Noteholders over time and confident that it will also receive the support from the rest of Noteholders, as has always been the case throughout more than 27 years in the international debt capital markets.

If the Requisite Consents are obtained and the Proposed Amendments become effective, pursuant to the terms of the Indenture, within six months of the Consent Closing Date and promptly after having received the authorization for its public offering from the Argentine National Securities Commission (the "CNV"), Clisa shall issue to all Eligible Noteholders, on a pro rata basis in accordance with the aggregate unpaid principal amount of the Notes held by each such Noteholder, U.S.$70,000,000 in aggregate principal amount of senior unsecured notes due 2034 (the "Clisa-Only Redeemable Notes"), upon which the aggregate principal amount of the outstanding Notes will be reduced by an amount of U.S.$70,000,000 and the remaining U.S.$200,000,000 of Notes will mature on December 10, 2031.

If the Requisite Consents are obtained, all conditions are satisfied (or waived in the case of conditions that may be waived), the Consent Consideration is paid, and Clisa, the Note Guarantors, the Trustee, the Trustee Representative, the Clisa Share Trustee (as defined in the Consent Solicitation Statement) and the Collateral Agent enter into the Second Indenture Supplement, the Proposed Amendments will become effective as of the Effective Time (as defined in the Consent Solicitation Statement) and be binding on all Noteholders, including Non-consenting Noteholders.  In this scenario, Non-consenting Noteholders will not be entitled to receive the Consent Consideration. 

In conjunction with the Consent Solicitation, Clisa is also requesting that the Noteholders grant certain powers and provide instructions to Morrow Sodali International LLC, trading as Sodali & Co, as Information and Tabulation Agent (the "Information and Tabulation Agent"), so that the Information and Tabulation Agent may, either directly or by a substitution of powers to a designated agent, on their behalf, if on the Expiration Date, the Requisite Consents are not obtained but Consents representing not less than 66.67% of the aggregate principal amount of the outstanding Notes are granted and not validly withdrawn before the Withdrawal Date (the "Required APE Majority"), enter into Clisa's acuerdo preventivo extrajudicial ("Clisa's APE") pursuant to the provisions of Title II, Chapter VII of the Argentine Bankruptcy Law No. 24,522, as amended, for the restructuring of the debt represented by the Notes by means of an out-of-court reorganization agreement and for certain consents in relation to CLISA's APE (the "APE Solicitation" and, together with the Consent Solicitation, the "Solicitations").

Procedure for Consenting

Pursuant to the Indenture, adoption of the Proposed Amendments requires the Requisite Consents to be obtained. In accordance with the provisions of Section 14 of the Argentine Negotiable Obligations Law No 23,576, as amended and Section 9.2(c) of the Indenture, the Consents will be obtained through the consent procedures of The Depository Trust Company ("DTC").

For purposes of the Solicitations, DTC has authorized DTC participants ("Participants") set forth in the position listing of DTC to deliver Consents as if they were Noteholders of record in the name of DTC or its nominee. Any beneficial owner of Notes who is not a Noteholder must arrange with the person who is the Noteholder or such Noteholder's assignee or nominee to deliver a Consent on behalf of such beneficial owner. Noteholders delivering their Consents in Argentina through participants in Caja de Valores S.A. ("Caja de Valores") must comply with the applicable procedures of, and deadlines specified by, Caja de Valores in connection with submitting their Consents before delivering their Consents in the Consent Solicitation. To effect a delivery of Consents, Participants should transmit their acceptance to DTC (which will also constitute deliveries of Consents) through the DTC Automated Tender Offer Program ("ATOP"). Any Noteholder who holds Notes through Euroclear Bank S.A./N.V. ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream") or Caja de Valores must also comply with the applicable procedures of Euroclear, Clearstream or Caja de Valores, as applicable, in connection with a delivery of Consents, including arranging for a direct participant in Euroclear, Clearstream, or Caja de Valores to deliver a valid electronic acceptance instruction to Euroclear, Clearstream or Caja de Valores, as applicable. Euroclear, Clearstream and Caja de Valores are indirect participants in the DTC system.

For purposes of granting powers and instructions under the APE Solicitation, DTC Participants must sign and execute the Instruction Letter (as defined in the Consent Solicitation Statement) and deliver the Instruction Letter to the Information and Tabulation Agent prior to the Expiration Date. If a Noteholder does not provide the Information and Tabulation Agent with an Instruction Letter on or before the Expiration Date, even if it complied with DTC's procedures, such Noteholder's submission will be considered incomplete. Clisa reserves the right to reject any presentation made through DTC whose Noteholder has not also presented an Instruction Letter within the term and in the manner described in the Consent Solicitation Statement.

Information Relating to the Solicitations

BCP Securities, Inc. and Santander US Capital Markets LLC are acting as the Solicitation Agents with respect to the Solicitations outside Argentina, and Banco CMF S.A. is acting as the Solicitation Agent with respect to the Solicitations in Argentina. Outside Argentina, Noteholders with questions may contact BCP Securities, Inc. (James Harper, +1 (203) 629-2186, [email protected]) or Santander US Capital Markets LLC (Attn: Liability Management Team, +1 (212) 350-0660 Email: [email protected]). In Argentina, Noteholders with questions may contact Banco CMF S.A. at (Attn: Mercado de Capitales, +54 11 4318-6800, [email protected]).

Sodali & Co has been appointed as Information and Tabulation Agent. All questions to the Information and Tabulation Agent should be directed via email: [email protected] or telephone: at +1 203 658 9457 (Stamford), +44 4513 6933 (London) or in writing at 333 Ludlow Street, South Tower, 5^th Floor, 06902, Stamford, USA, Attention: Debt Services team.

Copies of the Consent Solicitation Statement may be found for consultation through CNV's web site (in Spanish language), https://www.argentina.gob.ar/cnv under the item: "Companies (Empresas)" or at https://projects.sodali.com/clisa, operated by the Information and Tabulation Agent for the purpose of the Consent Solicitation (access to the website is subject to eligibility and registration).

Neither the Consent Solicitation Statement nor any related document has been filed with the U.S. Securities and Exchange Commission (the "SEC") or the CNV, 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 Consent Solicitation Statement 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 Solicitations are being made solely pursuant to the Consent Solicitation Statement. The Solicitations are not being made to, nor will Clisa accept deliveries of Consents from, Noteholders in any jurisdiction in which the Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky or other laws of such jurisdiction. Under no circumstances should any Noteholder deliver or tender any Notes.

THE SOLICITATIONS, THE NOTES, THE NOTES AS IF AMENDED BY THE PROPOSED AMENDMENTS, AND THE CLISA-ONLY REDEEMABLE NOTES, IF ISSUED, 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 EXCEPT, WITH RESPECT TO THE NOTES AND THE CLISA-ONLY REDEEMABLE NOTES, IF ISSUED, THE LAWS OF THE REPUBLIC OF ARGENTINA. THIS CONSENT SOLICITATION STATEMENT HAS NOT BEEN FILED WITH OR REVIEWED OR APPROVED BY THE SEC, THE CNV OR ANY OTHER SECURITIES COMMISSION OR REGULATOR, NOR HAS THE SEC, CNV OR ANY OTHER COMMISSION OR REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STATEMENT. IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS OF ARGENTINA, A SPANISH TRANSLATION OF THE CONSENT SOLICITATION STATEMENT WILL BE PUBLISHED ON THE CNV'S WEBSITE, IN THE BULLETIN OF THE BUENOS AIRES STOCK EXCHANGE, IN ACCORDANCE WITH THE DELEGATION OF POWERS OF THE BOLSAS Y MERCADOS ARGENTINOS S.A., AND IN THE ELECTRONIC GAZETTE OF THE MERCADO ABIERTO ELECTRÓNICO S.A., FOR INFORMATION PURPOSES ONLY.

None of the Solicitation Agents, the Argentine Solicitation Agent, the Information and Tabulation Agent, the Trustee, the Trustee Representative, the Collateral Agent, Clisa or the Guarantors makes any recommendation as to whether a Noteholder should deliver a Consent to the Proposed Amendments or powers and instructions under the APE Solicitation. Clisa cannot assure you that any Noteholder will provide its Consents to the Proposed Amendments in the Consent Solicitation or powers and instructions under the APE Solicitation.

Through the Consent Solicitation Statement, the Consent Solicitation and APE Solicitation are being solicited only from, and the Clisa-Only Redeemable Notes shall only be issued to, (a) Noteholders who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (b) Noteholders outside the United States who are persons other than U.S. Persons (as defined in Regulation S under the Securities Act) and who are also non-U.S. qualified offerees.  

About Clisa

We are a leading Argentine infrastructure manager and developer with over 115 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 the 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 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, Clisa's current beliefs, expectations and projections about future events and financial trends affecting Clisa's business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, whether the administration in Argentina will maintain or change governmental policies, the extent to which the new administration in Argentina is able to implement the policies it promised to implement during the election campaign, the general economic, political, legal, social, business or other conditions, both in Argentina and abroad, changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, fluctuations and declines in the value of Argentina's public debt and interest rate fluctuations, inflation, fluctuations in import tariffs and changes in the exchange rate of the peso in relation to the U.S. dollar, among other macroeconomic indicators), many of which are beyond the control of Clisa. The occurrence of any such factors not currently expected by Clisa would significantly alter the results set forth in these statements.  Clisa 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 7382
E-mail address: [email protected]

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