Empresa de Transporte de Pasajeros Metro S.A. Launches Tender Offer For Any And All Of Its 4.750% Notes Due 2024

SANTIAGO, Chile, April 30, 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 it has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 4.750% Notes due 2024 (the "Securities") listed below.

The Tender Offer is being made pursuant to an offer to purchase dated April 30, 2020 (as it may be amended or supplemented from time to time, 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. The following table sets forth certain information relating to the Tender Offer:

(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.

Following consummation of the Tender Offer, the Securities that are accepted for purchase will be retired and cancelled.

Subject to the satisfaction of the terms and conditions set forth in the Offer Documents, Holders of Securities that are validly tendered prior to or at 5:00 p.m., New York City time, on May 6, 2020 or any other date and time to which the Company extends the Tender Offer at its sole discretion (such date and time, as it may be extended with respect to the Tender Offer, the "Expiration Date") and that are accepted for purchase will receive the Purchase Price plus accrued and unpaid interest on such Securities validly tendered and accepted for purchase from the last interest payment date preceding the Settlement Date to, but not including, the Settlement Date.

Holders will be permitted to withdraw tendered Securities at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10th business day after the commencement of the Tender Offer, by following the procedures described in the Offer to Purchase. Securities subject to the Tender Offer may also be validly withdrawn by following the procedures described in the Offer to Purchase if, for any reason, the Tender Offer has not been consummated within 60 business days after commencement.

Holders who validly tender their Securities pursuant to the guaranteed delivery procedures described in the Offer Documents must deliver their Securities no later than 5:00 p.m., New York City time, on the second business day following the Expiration Date.

Completion of the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase. The Company has the right, in its sole discretion, to amend or terminate the Tender Offer at any time, subject to applicable law.

Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. are acting as dealer managers for the Tender Offer (the "Dealer Managers"). Global Bondholder Services Corporation has been appointed as the tender agent and information agent for the Tender Offers (the "Tender and Information Agent").

For additional information regarding the terms of the Tender Offer, please contact 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.

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.

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.

Disclaimer

This press release must be read in conjunction with the Offer Documents. This announcement and the Offer Documents contain important information which must be read carefully before any decision is made with respect to the Tender Offer. Holders should seek their own legal, tax, accounting and financial advice, including as to any tax consequences, from their stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer.

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 this Offer to Purchase. Any representation to the contrary is a criminal offense. The Tender Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS, THE TENDER AND INFORMATION AGENT OR THE TRUSTEE WITH RESPECT TO THE SECURITIES OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY SECURITIES IN RESPONSE TO THE TENDER OFFER, AND NEITHER THE COMPANY NOR ANY SUCH OTHER PERSON HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF SECURITIES TO TENDER.

About the Company

The Company is the owner and sole operator of the subway system in the metropolitan region of Santiago, Chile, the backbone for the connectivity and mobility of the inhabitants of such region. 

For further information about the Company, please visit our website at www.metro.cl or contact:

Name: Felipe Cardenas Ovalle
Phone: +56 2 29378139
Email: [email protected]

SOURCE Empresa de Transporte de Pasajeros Metro S.A.

Related Links

http://www.metro.cl