Pesquera Exalmar Announces Successful Early Tender Offer Results For Its 8.000% Senior Notes Due 2025, Receipt Of Requisite Consents And Extension Of Early Expiration Time

LIMA, Peru, June 7, 2021 /PRNewswire/ -- Pesquera Exalmar S.A.A. ("Exalmar") today announced the early tender results of the previously announced cash tender offer (the "Tender Offer") for its outstanding 8.000% Senior Notes due 2025 (the "Notes") and solicitation of consents ("Consents") from registered holders ("Holders") of the Notes (the "Consent Solicitation") to certain amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"). The terms and conditions of the Tender Offer and the Consent Solicitation are described in Exalmar's Offer to Purchase and Consent Solicitation Statement, dated May 21, 2021 (the "Statement"), which sets forth the complete terms of the Tender Offer and Consent Solicitation.

As of the previously announced early expiration time of 5:00 p.m., New York City time, on June 4, 2021 (the "Original Early Expiration Time"), $35,830,000 in aggregate principal amount, or approximately 58.8%, of the outstanding Notes, excluding any outstanding Notes held by Exalmar or its affiliates, has been validly tendered and not validly withdrawn. Accordingly, Exalmar has obtained the consents of Holders of the majority of the outstanding Notes (excluding any Notes held by Exalmar or its affiliates) to the Proposed Amendments and has executed a supplemental indenture to the Indenture effectuating the Proposed Amendments. The Proposed Amendments will become operative upon the satisfaction or waiver of the conditions to the Tender Offer and Consent Solicitation, including the Financing Condition (as defined in the Statement) and payment of the Total Consideration (as defined below) to Holders that have validly tendered (and not withdrawn) Notes on or prior to the Original Early Expiration Time.

Pursuant to the terms of the Tender Offer and the Consent Solicitation, Exalmar has elected to (i) extend the Original Early Expiration Time to 11:59 p.m., New York City time, on June 18, 2021 (the "Expiration Time") and (ii) purchase the Notes validly tendered (and not withdrawn) on or prior to the Expiration Time, including those validly tendered (and not withdrawn) on or prior to the Original Early Expiration Time, on or prior to the third business days of the Expiration Time or as soon as practicable thereafter (the "Final Payment Date") following satisfaction of the conditions to the Tender Offer and Consent Solicitation, including the Financing Condition. On the Final Payment Date, Exalmar will pay in cash the total consideration of $1,000 per each $1,000 principal amount of Notes (the "Total Consideration") that have been validly tendered (and not withdrawn) by Holders thereof on or prior to the Expiration Time, including those validly tendered (and not withdrawn) on or prior to the Original Early Expiration Time, and that have been accepted for purchase, together with accrued and unpaid interest to, but excluding, the Final Payment Date.

The Tender Offer and the Consent Solicitation will expire at the Expiration Time, unless extended or earlier terminated by Exalmar. The withdrawal deadline for the Tender Offer and the Consent Solicitation expired at 5:00 p.m., New York City time, on June 4, 2021 (the "Withdrawal Deadline"). Notes already tendered and Consents already delivered may no longer be validly withdrawn or revoked, and any Notes tendered or Consents delivered after the Withdrawal Deadline but at or prior to the Expiration Time may not be validly withdrawn or revoked.

Santander Investment Securities Inc. is serving as the Sole Dealer Manager for the Tender Offer and the Sole Solicitation Agent for the Consent Solicitation. For additional information regarding the terms of the Tender Offer and the Consent Solicitation, please contact: Santander Investment Securities Inc. at (855) 404-3636 (toll-free) or (212) 940-1442 (collect). Requests for documents may be directed to D.F. King & Co., Inc., which is acting as information agent and tender agent for the Tender Offer and the Consent Solicitation, at (800) 290-6424 (toll-free) or (212) 232-3233 (collect) or by e-mail at [email protected].

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF CONSENT WITH RESPECT TO ANY SECURITIES. THE TENDER OFFER AND THE CONSENT SOLICITATION ARE BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION WHICH HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE TENDER OFFER AND THE CONSENT SOLICITATION ARE NOT BEING MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OF OR ACCEPTANCE OF THE TENDER OFFER OR THE CONSENT SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. EXALMAR EXPRESSLY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, TO TERMINATE THE TENDER OFFER AND THE CONSENT SOLICITATION.

Investor Relations:

Pesquera Exalmar S.A.A.
Raul Briceño, (+511) 441 4420 (ext. 1050)
[email protected]

SOURCE Pesquera Exalmar S.A.A.