LIMA, Peru, Nov. 2, 2015 /PRNewswire/ -- Corporacion Azucarera del Peru S.A. (the "Company" or "Coazucar") announced today the final results of its 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 the results of its solicitation of consents (the "Consent Solicitation") for proposed amendments to the related indenture. The Tender Offer and the Consent Solicitation were 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"), as modified by the Company's press releases dated October 8, 2015 and October 23, 2015, and related consent and letter of transmittal. The early tender/consent deadline for the Tender Offer and the Consent Solicitation occurred at 5:00 p.m., New York City time, on October 30, 2015, (the "Early Tender/Consent Deadline"). In addition, the Tender Offer and the Consent Solicitation expired at 5:00 p.m., New York City time, on October 30, 2015 (the "Expiration Time").
As of the Early Tender/Consent Deadline and the Expiration Time, the Company had received valid tenders and consents ("Consents") from holders of U.S.$82,156,000 (representing approximately 25.279%) of the aggregate principal amount of the outstanding Notes who tendered their Notes in the Tender Offer and thereby delivered Consents in the Consent Solicitation, as well as valid Consents from holders of U.S.$81,022,000 (representing approximately 24.930%) of the aggregate principal amount of the outstanding Notes who delivered Consents in the Consent Solicitation without also tendering their Notes in the Tender Offer.
Accordingly, the Company received the requisite consent to the proposed amendments from holders of a majority (specifically, approximately 50.209%) of the outstanding principal amount of the Notes. In accordance with the Tender Offer and the Consent Solicitation, the Company and the trustee under the indenture will enter into today a supplemental indenture effecting the proposed amendments, which will amend the indenture governing the Notes to (i) permit the Company to incur a sufficient amount of senior unsecured indebtedness to refinance the new bridge loan that the Company has entered 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.
Holders that validly tendered their Notes and thereby delivered their Consents at or prior to the Early Tender/Consent Deadline and whose Notes were accepted will receive 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.$25.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") and a consent payment of U.S.$5.00 per U.S.$1,000 principal amount of Notes (the "Consent Payment"), plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be November 6, 2015 (the "Final Settlement Date").
Holders that validly delivered Consents at or prior to the Early Tender/Consent Deadline and whose Consents were accepted, whether or not such holders also tendered the related Notes, will receive the Consent Payment on the Final Settlement Date.
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 were made only pursuant to the Offer to Purchase and Consent Solicitation Statement and the related consent and letter of transmittal, copies of which have been 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@example.com. No solicitation of consents for the proposed amendments to the related indenture from a U.S. person will be received by Credicorp Capital.
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.
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.