Empresa de Transporte de Pasajeros Metro S.A. Announces Expiration Of Tender Offer For Any And All Of Its 4.750% Notes Due 2024
SANTIAGO, Chile, May 6, 2020 /PRNewswire/ -- Empresa de Transporte de Pasajeros Metro S.A., a closely held stock corporation (sociedad anónima cerrada) organized under the laws of the Republic of Chile (the "Company") announced today that its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 4.750% Notes due 2024 (the "Securities") expired at 5:00 p.m., New York City time, on May 6, 2020 (the "Expiration Date").
The Tender Offer was made pursuant to an offer to purchase dated April 30, 2020 (the "Offer to Purchase") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"), which set forth the terms of the Tender Offer.
As set forth in the table below, according to information provided by Global Bondholder Services Corporation, acting as the tender and information agent for the Tender Offer (the "Tender and Information Agent"), at or prior to the Expiration Date, a total of U.S.$337,735,000 aggregate principal amount of the Securities had been validly tendered and not validly withdrawn.
Title of Security |
CUSIP No. and ISINs |
Principal Amount |
Purchase Price(1) |
Principal Amount of Securities Tendered as of the Expiration Date |
4.750% Notes |
144A CUSIP: 29246QAA3 144A ISIN: US29246QAA31 Reg S CUSIP: P37466AJ1 Reg S ISIN: USP37466AJ19 |
U.S.$500,000,000 |
U.S.$1,078.75 |
U.S.$337,735,000 |
(1) Holders will receive accrued interest up to but excluding the Settlement Date.
Capitalized terms used but not defined herein shall have the meaning given to them in the Offer to Purchase.
The Company has accepted for purchase all of the Securities validly tendered in the Tender Offer and not validly withdrawn on or prior to the Expiration Date. The Company expects to pay the purchase price plus the accrued and unpaid interest on the Securities validly tendered and not validly withdrawn as of the Expiration Date on or around May 7, 2020, subject to the terms and conditions described in the Offer to Purchase. The principal amount of Securities that will be purchased by the Company is subject to change based on deliveries of Securities pursuant to the guaranteed delivery procedures described in the Offer Documents.
For additional information regarding the terms of the Tender Offer, please contact the dealer managers for the Tender Offer: Morgan Stanley & Co. LLC, Attn: Liability Management Group, 1585 Broadway, New York, New York 10036, (800) 624-1808 (toll-free), (212) 761-1057 (collect) or Scotia Capital (USA) Inc. Attn: Debt Capital Markets, (800) 372-3930 (toll-free), (212) 225-5559 (collect).
Requests for a copy of the Offer Documents can also be obtained from Global Bondholder Services Corporation at (866) 470-3700 (toll-free) and (212) 430-3774 (collect) or at https://www.gbsc-usa.com/metro/. All deliveries and correspondence sent to the Tender and Information Agent should be directed to Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions.
This press release must be read in conjunction with the Offer Documents. Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer Documents. Any representation to the contrary is a criminal offense.
This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which is being made only pursuant to the terms and conditions contained in the Offer Documents. The Tender Offer is not being made to, nor will the Company accept tenders of Securities from, Holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future, including, but not limited to, information relating to our future growth and profitability targets and strategies designed to increase total bondholder value, are forward-looking statements based on management's estimates, assumptions and projections. Forward-looking statements also include, but are not limited to, statements regarding our future economic and financial condition and results of operations, the plans and objectives of management and our assumptions regarding our performance and such plans and objectives. Many forward-looking statements may be identified by the use of words such as "intend," "believe," "expect," "anticipate," "should," "planned," "projected," "estimated" and "potential," among others. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management's expectations due to a variety of factors, including those described in the section titled "Risk Factors" in the Offer to Purchase. All forward-looking statements attributable to us or persons working on our behalf are expressly qualified in their entirety by such risk factors. The forward-looking statements that we make in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the federal securities laws.
About the Company
The Company is the owner and sole operator of the subway system in the Metropolitan Region of Santiago, Chile, the main transportation system for the city of Santiago (Chile).
For further information about the Company, please visit our website at www.metro.cl or contact:
Empresa de Transporte de Pasajeros Metro S.A.
Avenida Libertador Bernardo O'Higgins 1414
Santiago, Chile
Postal Code 8320000
Attention: Felipe Cárdenas Ovalle
Phone: +56 2 29378139
Email: [email protected]
SOURCE Empresa de Transporte de Pasajeros Metro S.A.
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