Consorcio Transmantaro S.A. Announces Early Tender Results of Tender Offer for its 4.375% Senior Unsecured Notes due 2023 and Consent Solicitation.

LIMA, Peru, April 4, 2022 /PRNewswire/ -- Consorcio Transmantaro S.A., a stock corporation (sociedad anónima) organized under the laws of the Republic of Peru (the "Issuer"), offered to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders"), upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 22, 2022 (as amended or supplemented from time to time, the "Statement"; capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement), any and all of the outstanding 4.375% Senior Unsecured Notes due 2023 (the "Notes") issued on May 7, 2013 by the Issuer (the "Tender Offer").  In conjunction with the Tender Offer, the Issuer solicited consents (the "Consents") (the "Consent Solicitation") to certain proposed amendments to the Indenture (as defined in the Statement) as further described in the Statement (the "Proposed Amendments").

The Issuer hereby announces that, as of April 4, 2022, at 5:00 p.m. New York City time (the "Early Tender Date"), it received valid tenders of Notes and Consents from Holders in the following amounts:

The Withdrawal Deadline has passed and Holders may no longer withdraw Notes tendered in the Tender Offer or revoke their Consents delivered in the Consent Solicitation. In accordance with the Statement, Holders of Notes that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer and the Consent Solicitation will receive the Total Consideration. In addition, such Holders will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to the Early Settlement Date, together with additional amounts thereon, if any. As described in the Statement, assuming all conditions to the Tender Offer have been satisfied or otherwise waived, the Issuer currently expects that the Early Settlement Date will be April 12, 2022.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on April 19, 2022, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date, and whose Notes are accepted for purchase, will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Tender Offer Consideration (plus accrued and unpaid interest from the last interest payment under the Notes to the Final Settlement Date, together with additional amounts thereon, if any).

Based on the participation received to date, the Issuer has also obtained the Requisite Consents to effect all of the Proposed Amendments as set forth in the Statement. The Proposed Amendments, once they become operative upon payment of the consideration on the Early Settlement Date following the execution of the Supplemental Indenture, will be binding as to all Notes, including those that are not tendered and accepted for purchase in the Tender Offer. Adoption of the Proposed Amendments may have adverse consequences for Holders who elect not to tender Notes in the Tender Offer.

The Tender Offer and the Consent Solicitation are conditioned upon, among other things, the settlement of a new offering (the "New Offering") of senior notes (the "New Notes") on terms satisfactory to the Issuer to be made on or before the Early Settlement Date (as defined in the Statement) (the "Financing Condition"). No assurance can be given that the New Offering will be  settled on the terms currently envisioned or at all.  The New Offering is not conditioned upon the completion of the Tender Offer or the Consent Solicitation.

The Information and Tender Agent for the Tender Offer and the Consent Solicitation is D.F. King & Co., Inc.  BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers and Solicitation Agents for the Tender Offer and the Consent Solicitation.

Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers and Solicitation Agents at their telephone numbers set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.  The Tender Offer and the Consent Solicitation are made only by and pursuant to the terms of the Statement and the information in this notice is qualified by reference to the Statement.  None of the Issuer, the Dealer Managers and Solicitation Agents, the Information and Tender Agent or any other Agent, the Trustee or any of their respective affiliates makes any recommendations as to whether Holders should tender all or any portion their Notes and to deliver the related Consents or withhold such Consents with respect to all or any portion of their Notes pursuant to the Tender Offer or the Consent Solicitation.  Holders must decide whether to tender Notes and deliver the Consents relating to such Notes, and if tendering, the amount of Notes to tender.

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This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country.  The New Offering was not and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").  Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation.  It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer.  This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements relate to, among other things, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

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Contact information:

Consorcio Transmantaro S.A.
Attn: Karen Lourdes Lindley Olazo,
Chief of Financial Resources
Av. Juan de Arona 720
San Isidro - Lima, Perú
[email protected] 
+51 (1) 712-6600 Ext. 84074

D.F. King & Co., Inc.
48 Wall Street,
New York, NY 10005
[email protected]
Toll-Free: (866) 416-0577
Toll: (212) 269-5550

SOURCE Consorcio Transmantaro S.A.