LIMA, Dec. 22, 2017 /PRNewswire/ -- Pesquera Exalmar S.A.A. (the "Company"), announced today that it has commenced a private exchange offer (the "Exchange Offer") for any and all of its outstanding 7.375% Senior Notes due 2020 (the "Existing Notes") for its new 7.625% Senior Notes due 2025 (the "New Notes").
Eligible Holders (as defined below) who validly tender their Existing Notes and deliver their consents on or prior to 5:00 p.m., New York City time, on January 8, 2018, unless extended (the "Early Expiration Date"), will receive U.S.$1,000 in principal amount of New Notes and U.S.$10 in cash payment for each U.S.$1,000 in principal amount of Existing Notes accepted for exchange. Eligible Holders who validly tender their Existing Notes on or prior to 11:59 p.m., New York City time, on January 23, 2018, unless extended (the "Expiration Date"), but after the Early Expiration Date, will receive U.S.$970 in principal amount of New Notes for each U.S.$1,000 in principal amount of Existing Notes accepted for exchange. The amount of New Notes to be issued to any Eligible Holder will be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 above such amount and will be rounded down to the nearest U.S.$1,000.
Concurrently with the Exchange Offer, the Company is soliciting consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Offer") to certain proposed amendments with respect to the indenture dated as of February 1, 2013 (the "Existing Notes Indenture"), by and among the Company, The Bank of New York Mellon, as trustee, and The Bank of New York Mellon SA/NV, Luxembourg Branch (formerly The Bank of New York Mellon (Luxembourg) S.A.), as Luxembourg listing agent, paying agent and transfer agent, pursuant to which the Existing Notes were issued. The proposed amendments will eliminate substantially all of the restrictive covenants and certain events of default and related provisions under the Existing Notes Indenture. Any Eligible Holder who tenders Existing Notes for exchange must also deliver its consent to the proposed amendments.
Tendered Existing Notes may not be withdrawn and consents may not be revoked subsequent to the time of execution and delivery of the supplemental indenture containing the proposed amendments to the Existing Notes Indenture, except as required by applicable law. Prior to such time, if a holder withdraws its tendered Existing Notes, such holder will be deemed to have revoked its consents and may not deliver consents without re-tendering its Existing Notes.
The consummation of the Exchange Offer and Consent Solicitation are conditioned upon the valid tender, without subsequent withdrawal, of not less than a majority of the aggregate principal amount of the outstanding Existing Notes. The consummation of the Exchange Offer and Consent Solicitation are also subject to the satisfaction or waiver of certain conditions. In addition, the Company has the right to terminate or withdraw the Exchange Offer and Consent Solicitation and extend the Expiration Date or Early Expiration Date in its sole discretion, subject to applicable law.
The Exchange Offer and Consent Solicitation is being made, and the New Notes are being offered and will be issued, only (a) in the United States to holders of Existing Notes who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) and (b) outside the United States to holders of Existing Notes who are persons other than U.S. persons in reliance upon Regulation S under the Securities Act. The holders of Existing Notes who have certified to the Company that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions are referred to as "Eligible Holders."
The Exchange Offer and the New Notes have not been, and will not be, registered with or approved by the Peruvian Superintendence of Securities (Superintendencia del Mercado de Valores) or the Lima Stock Exchange (Bolsa de Valores de Lima). The New Notes cannot be offered or sold in Peru, except if such offering is considered a private offering under the securities laws and regulations of Peru.
The New Notes have not been registered under the Securities Act or any state securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.
This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This press release is also not a solicitation of any consent to the proposed amendments to the Existing Notes Indenture. The Exchange Offer is being made solely pursuant to an exchange offering memorandum prepared in relation thereto. No recommendation is made as to whether the holders of Existing Notes should tender their Existing Notes for exchange and deliver their consents in the Exchange Offer.
D.F. King & Co., Inc. has been appointed as the information agent and the exchange agent for the Offer. Holders may contact the information agent to request the eligibility letter at (212) 269-5550 or toll free at (877) 283-0318 or the website www.dfking.com/pesqueraexalmar.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking 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. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Company's management, the Company cannot guarantee future results or events. The Company expressly disclaims a duty to update any of the forward-looking statements.
SOURCE Pesquera Exalmar S.A.A.