Corporacion Azucarera del Peru S.A. Announces Tender Offer for Up to U.S.$165,000,000 of its 6.375% Senior Notes due 2022 (CUSIP Nos. P31353AA6 and 21987VAA2) and Solicitation of Consents for Proposed Amendments to the Related Indenture

LIMA, Peru, Sept. 24, 2015 /PRNewswire/ -- Corporacion Azucarera del Peru S.A. (the "Company" or "Coazucar") announced today that it commenced a tender offer to purchase for cash (the "Tender Offer"), on a pro rata basis, up to U.S.$165.0 million aggregate principal amount outstanding (the "Maximum Tender Amount") of its 6.375% Senior Notes due 2022 (the "Notes") (CUSIP Nos. P31353AA6 and 21987VAA2) and a solicitation of consents (the "Consent Solicitation") for proposed amendments to the related indenture. The Tender Offer and the Consent Solicitation are being made on the terms and subject to the conditions set forth in the  Offer to Purchase and Consent Solicitation Statement dated September 24, 2015 (the "Offer to Purchase and Consent Solicitation Statement"), and related consent and letter of transmittal. The Tender Offer will expire at 11:59 p.m. New York City time, on October 22, 2015, unless extended or earlier terminated by the Company in its sole discretion, subject to applicable law (the "Expiration Time").

The Company is undertaking the Tender Offer and the Consent Solicitation in order to replace a portion of its outstanding U.S. dollar-denominated indebtedness with indebtedness denominated in Peruvian Nuevos Soles. The Company expects that replacing a portion of its debt denominated in U.S. dollars with debt denominated in Peruvian Nuevos Soles will reduce  its exposure to market risk related to exchange movements between the Peruvian Nuevos Soles and the U.S. dollar.

Pursuant to the Consent Solicitation, the Company is soliciting from holders of the Notes consents ("Consents") to amend the indenture governing the Notes (the "Proposed Amendments"), to (i) permit the Company to incur a sufficient amount of senior unsecured indebtedness to refinance the new bridge loan that the Company expects to enter into only for purposes of financing the Tender Offer and the Consent Solicitation, so long as such indebtedness meets certain conditions, and (ii) following any such refinancing, to permit the Company to incur indebtedness under the general category of permitted indebtedness in Section 4.10(b)(13) of the indenture's debt incurrence covenant. Adoption of the Proposed Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes.

Holders of the Notes have the option either to tender their Notes in the Tender Offer and thereby consent to the Proposed Amendments in the Consent Solicitation or to not tender their Notes in the Tender Offer but to consent to the Proposed Amendments in the Consent Solicitation.  In particular, any holder who tenders Notes pursuant to the Tender Offer will be automatically deemed to have delivered a Consent in respect of such tendered Notes to the Proposed Amendments.  In addition, holders may validly deliver Consents without also tendering their Notes.

Holders that validly tender their Notes and thereby deliver their Consents at or prior to the early tender/consent deadline of 5:00 p.m., New York City time, on October 7, 2015, unless extended or earlier terminated by the Company in its sole discretion, subject to applicable law (the "Early Tender/Consent Deadline"), and do not validly withdraw such Notes and concurrently revoke such Consents at or prior to the withdrawal/revocation deadline of 5:00 p.m., New York City time, on October 7, 2015, unless extended by the Company in its sole discretion, subject to applicable law (the "Withdrawal/Revocation Time"), will be eligible to receive on the initial settlement date total consideration of U.S.$850.00 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes an early tender payment of U.S.$27.50 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") and a consent payment of U.S.$2.50 per U.S.$1,000 principal amount of Notes (the "Consent Payment"), plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be October 16, 2015.

Holders of Notes who validly deliver Consents at or prior to the Early Tender/Consent Deadline and do not validly revoke their Consents at or prior to the Withdrawal/Revocation Time, whether or not such holders also tender the related Notes, will be eligible to receive the Consent Payment. Holders that validly tender Notes and thereby deliver their Consents at or prior to the Early Tender/Consent Deadline (and do not validly withdraw such Notes and concurrently revoke such Consents) will be eligible to receive the Consent Payment in respect of such Notes, even if a smaller principal amount is accepted for purchase pursuant to the Tender Offer due to proration.  Holders of Notes should refer to the Offer to Purchase and Consent Solicitation Statement for a detailed description of the Tender Offer's proration procedures.

A holder that has previously tendered Notes may not revoke a Consent without withdrawing the previously tendered Notes to which such Consent relates. Notes may only be withdrawn, and Consents revoked, prior to the Withdrawal/Revocation Time, unless extended by the Company in its sole discretion, subject to applicable law.

Holders of Notes that are validly tendered (and not validly withdrawn) after the Early Tender/Consent Deadline but at or prior to the Expiration Time, and accepted for purchase, will only receive on the final settlement date a payment of U.S.$820.00 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration"), plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be October 29, 2015. 

Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including the financing condition and the supplemental indenture condition described therein. The Company may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion, subject to applicable law.

This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes.  In addition, this news release is not a solicitation of consents with respect to the proposed amendment or any Notes.  The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and related consent and letter of transmittal, copies of which will be delivered to holders of the Notes. Persons with questions regarding the Tender Offer and the Consent Solicitation should contact the dealer managers, BofA Merrill Lynch, at (888) 292-0070 (toll free) or (646) 855-8988 (collect), Credicorp Capital at (511) 416333 Ext 40316, Scotiabank at (800) 372-3930 or the information agent, D.F. King & Co., Inc., at (212) 269-5550 (banks and brokers) or (866) 416-0576 (toll-free) or email at [email protected].  No solicitation of consents for the proposed amendments to the related indenture from a U.S. person will be received by Credicorp Capital.

About Coazucar

Coazucar and its consolidated subsidiaries cultivate, harvest, purchase and crush sugarcane , the principal raw material used to produce sugar and ethanol (hydrous ethanol).  The Company and its consolidated subsidiaries conduct its sugar and ethanol operations through its five mills and eight distilleries, which are located throughout Peru, Ecuador and Argentina.  The Company and its consolidated subsidiaries market and sell all of the sugar and ethanol produced by them both domestically and globally. In 2014, the Company and its consolidated subsidiaries cultivated sugarcane on 58,202 hectares. Over the last three years, the Company's and its consolidated subsidiaries main sugar product has been brown sugar. The Company's main ethanol product is hydrous ethanol.

Forward-Looking Statements

Some of the statements in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on the Company's current expectations and could be affected by numerous factors and are subject to various risks and uncertainties. Do not rely on any forward-looking statement, as the Company cannot predict or control many of the factors that ultimately may affect its ability to achieve the results estimated. Except as required by applicable law, the Company does not undertake any obligation to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.  New factors emerge from time to time and it is not possible for management to predict all such factors.

SOURCE Corporacion Azucarera del Peru S.A.