CLISA - Compañía Latinoamericana de Infraestructura & Servicios S.A. ("CLISA") Announces Offer to Exchange 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 15, 2021 /PRNewswire/ -- CLISA ("CLISA" or the "Issuer") today announced that it is commencing an offer to exchange (the "Exchange Offer") 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.

The terms and conditions of the Exchange Offer are described in the exchange offer memorandum and consent solicitation statement, dated July 15, 2021 (the "Exchange Offer Memorandum"). 

CLISA is taking a proactive approach to manage its working capital and liquidity needs, due to existing concerns about the macroeconomic prospects of Argentina, including high levels of inflation and interest rates in pesos, currency devaluation, the delay in the collection of receivables from our public clients due to budgetary restrictions (which represent most of our revenues), the impact from the COVID-19 pandemic and the uncertainty about fiscal, monetary and infrastructure policies. Through the Exchange Offer, CLISA also seeks to preserve its liquidity and improve its financial position in the short and medium term, to reinforce its activities and businesses, as well as to be in position to face the challenges and opportunities arising from the recovery of the economy post-COVID-19. The construction and operation of infrastructure, along with the public services rendered by CLISA, represent the core of the vision of CLISA and its subsidiaries, which in the last months have shown to be essential for society and will continue to draw public attention.

The following table sets forth certain information relating to the payment terms of the Exchange Offer:

Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, each holder of Old Notes (a "Holder") whose Old Notes are validly tendered prior to the Expiration Date (as defined below) will receive the Exchange Price set forth in the table above.

Holders who validly tender their Old Notes and grant their Consents (as defined below) and instructions prior to 9:00 a.m., New York City time, on July 28, 2021 (such date and time, as the same may be extended by the Issuer, the "Early Participation Date") and which are not validly withdrawn or revoked and are accepted by CLISA will be entitled to receive the Early Participation Consideration set forth in the table above, to be paid in cash on August 17, 2021 (the "Exchange Date"). 

Holders who participate in the Exchange Offer by validly tendering their Old Notes and granting their consents prior to the Early Participation Date will receive no payment under the Old Notes other than the Early Participation Consideration, thus irrevocably waiving, upon delivering their Old Notes, any right to claim from any of the Issuer and the Guarantors payment of any other amounts, including the right to be paid the remaining balance of accrued and unpaid interest on such Old Notes as of the Exchange Date. Holders who participate in the Exchange Offer by validly tendering their Old Notes and granting their consents prior to the Expiration Date but following the Early Participation Date will receive no amount accrued as of the Exchange Date under the Old Notes, and will not receive the Early Participation Consideration, thus irrevocably waiving, upon delivering their Old Notes, any right to claim from any of the Issuer and the Guarantors payment of any other amounts, including the right to be paid the remaining balance of accrued and unpaid interest on such Old Notes as of the Exchange Date.

Any Old Notes tendered for exchange may be validly withdrawn and Consents (as defined below) and powers granted and instructions may be revoked at any time prior to 9:00 a.m., New York City time, on August, 12, 2021 (such date and time, as the same may be extended by the Issuer, the "Withdrawal Date"), but not thereafter, by following the procedures described in the Exchange Offer Memorandum.  Holders who have tendered Old Notes and delivered related Consents and granted powers and instructions may not withdraw their Old Notes or revoke their Consents and powers granted and instructions after the Withdrawal Date.

The Exchange Offer, the Consent Solicitation (as defined below) and the APE Solicitation (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, 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 conjunction with the Exchange Offer, CLISA is commencing a consent solicitation (the "Consent Solicitation") according to which it will solicit from 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"). 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 is also commencing 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."

Under the terms of the Offer, any Holder who exchanges Old Notes for New Notes pursuant to the Exchange Offer must also deliver its Consent to the Solicitations, including the corresponding proposed amendments to the Old Notes Indentures and CLISA's APE, and grant the respective powers and instructions. To effect a tender of Old Notes and a delivery of Consents to the Proposed Amendments, Holders must electronically transmit their acceptance in accordance with DTC's ATOP procedure regarding the Old Secured Notes and at a meeting of Holders to be held pursuant to Argentine laws regarding the Old Unsecured Notes. Holders may not deliver Consents in the Solicitations without exchanging their Old Notes for the New Notes in the Exchange Offer and may not deliver their consents without tendering their Old Notes for exchange pursuant to the Exchange Offer.

The Offer will expire at 9:00 a.m., New York City time, on August 12, 2021, unless extended or earlier terminated by the Issuer (the "Expiration Date"). 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, but the majorities required by Law No. 24,522 and its amendments to request judicial approval of CLISA's APE are met and the Minimum Conditions are received with respect to the Old Secured Notes, CLISA and the Holders of such Old Notes will enter into CLISA's APE on the Exchange Date.

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 Early Participation Date or the Expiration Date, as applicable.

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 the tender of Old Notes or Consents.

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. 

CLISA wants to especially express its gratitude toward the Ad Hoc Group of bondholders with whom discussions over these terms and conditions spanned months, always in a constructive and collaborative spirit. The Issuer is proud of, and grateful for, their continuous support as our country, industry and company traverse challenging times and we hope to receive the support of other bondholders as we always have throughout 25 years in the international debt capital markets.

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.

CLISA cannot assure you that any Holder of Old Notes will tender its Old Notes in the Exchange Offer and provide its Consents to the Proposed Amendments in the Consent Solicitation and APE Solicitation. 

About the Issuer

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 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, 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.