Genneia S.A. announces the update and amendment of the Exchange Offer and Consent Solicitation relating to any and all of its outstanding 8.750% Series "XX" Notes due 2022 and any and all of its outstanding Notes due January 22, 2022
BUENOS AIRES, Argentina, Aug. 13, 2021 /PRNewswire/ -- Genneia S.A. (the "Company") hereby announces the update and amendment of (i) its offer to exchange (the "Offer" or "Exchange Offer") any and all of its outstanding 8.750% Series "XX" Notes due 2022 (the "Series XX Notes") and any and all outstanding Notes due January 22, 2022 (the "Private Notes" and together with the Series XX Notes, the "Existing Notes") for its newly issued 8.750% Senior Secured Notes due 2027 Senior (the "New Notes") and cash, as applicable and (ii) its solicitation of consents (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum (as supplemented by Supplement No. 1 dated August 13, 2021, the "Exchange Offer and Consent Solicitation Memorandum"), dated August 2, 2021, the related Eligibility Letter, and, where applicable, the related Transfer Certificate (together, the "Offer Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer Documents.
Only holders who have returned a duly completed Eligibility Letter certifying that they are (1) "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) holders of Existing Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions are authorized to receive the Exchange Offer and Consent Solicitation Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders"). Additional eligibility criteria apply to holders resident in Canada. Eligible Holders in Argentina are urged to read, must follow the procedures set forth in, and must rely exclusively on, the Argentine Exchange Offer and Consent Solicitation Memorandum.
Option A | or | Option B | ||||||||
Existing Notes | ISINs | CUSIPs | Aggregate Principal | Early Tender | Late Tender | Early Tender | Early Cash | Late Tender | ||
1 | 8.750% Series | US372319AA15 | 372319 AA1 | US$500,000,000 | US$1,010-1,020(3) | US$970 | Maximum of | Minimum of | US$970 | |
2 | Private Notes due | XS1923602772 | N/A | US$53,286,000 | US$1,010-1,020(3) | US$970 | N/A | N/A | N/A | |
(1) | The Series XX Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market and are listed on the ByMA and are traded on the MAE. | |
(2) | Per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange. The Exchange Consideration does not include the Accrued Interest Payment. No separate or additional consideration will be paid in connection with the Solicitation. | |
(3) | Tender Orders of Existing Notes submitted under Option A at or prior to the Early Tender Date will receive (a) US$1,000 principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange, plus (b) up to a maximum total aggregate principal amount of US$2,000,000 of New Notes (the "Option A New Notes Amount") payable pro rata, such that each Eligible Holder receives a minimum of US$1,010 and a maximum of US$1,020 per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange. Tender Orders of Series XX Notes in exchange for Early XX A Consideration will be accepted on a pro rata basis up the Option A Maximum Amount. Tender Orders of Series XX Notes validly submitted at or prior to the Early Tender Date in excess of the Option A Maximum Amount will be, on a pro rata basis, automatically deemed submitted in exchange for Early XX B Consideration. Tender Orders of Private Notes may only be made in exchange for Option A and consequently, will not be subject to proration. In other words, Tender Orders of Private Notes in exchange for Early Private Consideration will have priority over Tender Orders of Series XX Notes submitted in exchange for Early XX A Consideration. | |
(4) | For the avoidance of doubt, there will be a Late Tender Consideration only in the event that we decide to extend the Expiration Date in our sole discretion past the Early Tender Date. | |
(5) | Holders of Series XX Notes validly submitting Tender Orders at or prior to the Early Tender Date in exchange for the Early XX B Consideration will receive: | |
(a) a mix of Early Cash Consideration and New Notes, such that the total Early XX B Consideration per US$1,000 principal amount of Series XX Notes validly tendered and accepted for exchange will be equal to US$1,000 of Early Cash Consideration and principal amount of New Notes. The total Early Cash Consideration is US$100,000,000, payable on a pro rata basis to Eligible Holders of Series XX Notes, validly submitting Tender Orders at or prior to the Early Tender Date in exchange for Early XX B Consideration. At the Early Tender Date, the pro rata amount of Early Cash Consideration and New Notes will be determined based on the principal amount of Series XX Notes validly tendered and accepted in exchange for the Early XX B Consideration; plus | ||
(b) a total aggregate principal amount of US$3,000,000 of New Notes (the "Option B New Notes Amount") payable pro rata. At the Early Tender Date, the pro rata amount of Option B New Notes Amount will be determined based on the principal amount of Series XX Notes validly tendered and accepted in exchange for the Early XX B Consideration; plus | ||
(c) any remaining balance of the Option A New Notes Amount not paid to Eligible Holders under Option A (the "Option A New Notes Amount Balance") payable pro rata. At the Early Tender Date (i) the Option A New Notes Amount Balance, if any, will be determined based on the principal amount of Existing Notes validly tendered and accepted in exchange for the Early A Consideration, and (ii) the pro rata amount of any Option A New Notes Amount Balance will be determined based on the principal amount of Series XX Notes validly tendered and accepted in exchange for the Early XX B Consideration. | ||
In summary, the purpose of the Supplement No. 1 dated August 13, 2021 (the "Supplement No. 1") is to:
1. | update the Exchange Offer and Consent Solicitation Memorandum with the Company's consolidated financial statements as of and for the six months ended June 30, 2021; | |||
2. | make the following changes to the terms of the Exchange Offer: | |||
a. | extend each of the Early Tender Date and the Withdrawal Date from 5:00 pm, New York City time, on August 16, 2021 to 5:00 pm, New York City time, on August 30, 2021 (the Early Tender Date, the Withdrawal Date and the Expiration Date are currently the same); | |||
b. | eliminate the Withdrawal Threshold and Extended Withdrawal Period; consequently, no revocations of Tender Orders after the Withdrawal Date will be allowed; | |||
c. | provide for a total aggregate principal amount of US$3,000,000 of New Notes payable pro rata to Eligible Holders who validly submit Tender Orders of Series XX Notes under Option B on or prior to the Early Tender Date (Assuming a respective minimum and maximum participation of US$200 million and US$500 million principal amount of Series XX Notes in the Early XX B Consideration, the pro rata payment of the Option B New Notes Amount could vary from a respective maximum and minimum of US$15 and US$6 principal amount of New Notes per US$1,000 principal amount of Series XX Notes validly tendered and accepted for exchange at or prior to the Early Tender Date. The amounts described may vary if the Minimum Tender Condition is waived by us, as we may do in our sole discretion.); | |||
d. | provide that any remaining balance of the total aggregate principal amount of US$2,000,000 of New Notes potentially payable to Eligible Holders who validly submit Tender Orders of Existing Notes under Option A on or prior to the Early Tender Date, but that it is not paid to Eligible Holders under Option A, will be payable pro rata to Eligible Holders who validly submit Tender Orders of Series XX Notes under Option B on or prior to the Early Tender Date (Assuming a respective minimum and maximum participation of US$50 million and US$100 million principal amount of Existing Notes in the Early A Consideration, the Option A New Notes Amount Balance could vary from a respective maximum and minimum of US$1 million and US$0 principal amount of New Notes. Once the Option A New Notes Balance is determined based on the principal amount of Existing Notes validly tendered and accepted in exchange for the Early A Consideration, the pro rata amount thereof will be determined based on the principal amount of Series XX Notes validly tendered and accepted in exchange for the Early XX B Consideration.); and | |||
e. | allow Tender Orders of Private Notes in principal amounts equal to minimum denominations of US$1,000 and integral multiples of US$1.00 in excess thereof; | |||
3. | make the following changes to the terms of the New Notes in the section "Description of the New Notes" of the Exchange Offer and Consent Solicitation Memorandum: | |||
a. | under the covenant "Limitation on Debt," | |||
i. | reduce the Net Leverage Ratio in the proviso to clause (a) from 3.75:1.00 to 3.00:1.00; | |||
ii. | eliminate clause (8) that provides for a US$140 million purchase money Debt basket; and | |||
iii. | increase the general Debt basket in clause (13) from not to exceed the greater of (i) US$140 million and (ii) 15% of Consolidated Total Assets, to not to exceed the greater of (i) US$200 million and (ii) 20% of Consolidated Total Assets; | |||
b. | under the covenant "Limitation on Restricted Payments," eliminate clause (a)(4)(iii)(E) that provides for a US$20 million Restricted Payments starter basket and clause (b)(7) that provides for a US$5 million annual Restricted Payments basket; | |||
c. | under the covenant "Limitation on Transactions with Affiliates," reduce the amounts in clauses (b)(1) and (b)(2) from US$20 million and US$50 million to US$10 million and US$20 million, respectively; and | |||
d. | under the headings "Consequences of an Event of Default" and "Amendments with Consent of Holders," provide that the unanimous affirmative vote of each holder of an outstanding New Note affected shall be required to adopt certain decisions, amendments and waivers, instead of 75% of the aggregate principal amount of the outstanding New Notes. | |||
Promptly after the Early Tender Date, we expect to determine the (i) Early A Consideration, including any proration, and (ii) Early XX B Consideration, including the composition of the Early XX B Consideration between Early Cash Consideration and New Notes, as well as the pro rata payments of the Option B New Notes Amount and any Option A New Notes Amount Balance; such pro rata payments will be added to the principal amount of New Notes payable as part of the Early XX B Consideration.
You should read the Supplement No. 1 together with the Exchange Offer and Consent Solicitation Memorandum, including the section of the Exchange Offer and Consent Solicitation Memorandum entitled "Risk Factors." However, to the extent that any information in the Exchange Offer and Consent Solicitation Memorandum is inconsistent with the information set forth in the Supplement No. 1, you should rely on the information in the Supplement No. 1 and not on the information in the Exchange Offer and Consent Solicitation Memorandum.
Important Notice
This announcement is not an offer of securities for sale in the United States, and none of the New Notes has been or will be registered under the Securities Act or any state securities law (other than Argentina, in which the public offering of the New Notes was authorized by the CNV in accordance with the Argentine Capital Markets Law and the CNV Rules). They may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This press release does not constitute an offer of the New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful.
None of the Company, the dealer managers and solicitation agents, the Exchange and Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offer and Solicitation or any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes for exchange pursuant to the Offer. Accordingly, any person considering participating in the Offer or making an investment decision relating to the New Notes must inform itself independently based solely on the Exchange Offer and Consent Solicitation Memorandum (and, to the extent applicable, the local offering documents in Argentina) to be provided to Eligible Holders in connection with the Offer and Solicitation before taking any such investment decision.
This announcement is directed only to Eligible Holders. No offer of any kind is being made to any beneficial owner of Existing Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Offer and Solicitation are not permitted by law.
The distribution of materials relating to the Offer and Solicitation may be restricted by law in certain jurisdictions. The Offer and Solicitation are void in all jurisdictions where they are prohibited. If materials relating to the Offer and Solicitation come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Offer and Solicitation, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a dealer manager and solicitation agent or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.
Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.
Note to Eligible Holders in the European Economic Area - Prohibition of sales to EEA Retail Investors – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Note to Eligible Holders in the United Kingdom - Prohibition of sales to UK Retail Investors – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the UK, this Exchange Offer and Consent Solicitation Memorandum and any other material in relation to the New Notes described herein are being distributed only to, and are directed only at, persons who are "qualified investors" (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons." In the UK, the New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, Relevant Persons. This Exchange Offer and Consent Solicitation Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on this Exchange Offer and Consent Solicitation Memorandum or its contents.
The Information and Exchange Agent for the Exchange Offer is: | ||
Global Bondholder Services Corporation | ||
65 Broadway – Suite 404 | ||
New York, New York 10006 | ||
Attn: Corporate Actions Email: [email protected] | ||
Banks and Brokers call: (212) 430-3774 Toll free: (866) 807-2200 | ||
By facsimile: (For Eligible Institutions only): (212) 430-3775/3779 | ||
By Mail: 65 Broadway – Suite 404 New York, NY 10006 | By Overnight Courier: 65 Broadway – Suite 404 New York, New York 10006 | By Hand: 65 Broadway – Suite 404 New York, NY 10006 |
The Dealer Managers and Solicitation Agents for the Exchange Offer are: | ||
BofA Securities, Inc. One Bryant Park New York, New York 10036 Attention: Liability Management Call Collect: (646) 855-8988 US Toll-Free: (888) 292-0070 | J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor New York, New York 10179 United States Attention: Latin America Debt Call Collect: (212) 834-7279 Toll-Free: (866) 846-2874 | |
SOURCE Genneia S.A.
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