BOGOTA, Colombia, March 29, 2012 /PRNewswire/ -- TGI INTERNATIONAL LTD. (the "Company"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, announced today that its cash tender offer and consent solicitation (the "Offer to Purchase and Consent Solicitation") for its outstanding 9.500% Senior Notes due 2017 (the "Notes"), which are unconditionally guaranteed by Transportadora de Gas Internacional S.A. E.S.P., a public services company (empresa de servicios publicos) organized as a stock corporation (sociedad anonima) under the laws of the Republic of Colombia (the "Guarantor"), expired at 11:59 p.m., New York City time, on March 28, 2012 (the "Expiration Date").
U.S.$3,544,000 aggregate principal amount of the Notes were tendered and not withdrawn after 5:00 p.m., New York City time, on March 14, 2012 (the "Consent Date") but before the Expiration Date. A total of U.S.$672,552,000 aggregate principal amount of the Notes (approximately 89.67% of the aggregate principal amount of the Notes outstanding) were tendered and not withdrawn before the Expiration Date.
The total consideration (the "Total Consideration") per U.S.$1,000 principal amount of Notes was U.S.$1,093.21, which included a consent payment equal to U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Consent Payment"). Holders who validly tendered their Notes after 5:00 p.m., New York City time, on March 14, 2012 but prior to the Expiration Date, will receive the tender consideration (the "Tender Consideration") of U.S.$1,063.21 per U.S.$1,000 principal amount of Notes, which corresponds to the Total Consideration minus the Consent Payment.
Holders that validly tendered their Notes and delivered their consents pursuant to the Offer to Purchase and the Consent Solicitation after the Consent Date, but at or prior to the Expiration Date, will, on acceptance of such tenders and consents by the Company, receive an amount equal to Tender Consideration on or about March 30, 2012, or as soon as practicable thereafter (the "Final Settlement Date"). Such holders whose Notes are tendered and accepted for purchase pursuant to the Offer to Purchase and Consent Solicitation will be entitled to accrued and unpaid interest on their Notes up to, but not including, the Final Settlement Date.
On the Consent Date, (i) the Company, the Guarantor and The Bank of New York Mellon, as trustee, executed an indenture supplement (the "Indenture Supplement") to the indenture, dated as of October 3, 2007, among the Company, the Guarantor, The Bank of New York Mellon (formerly The Bank of New York), as trustee (the "Trustee"), security registrar, paying agent and transfer agent, and The Bank of New York Mellon (Luxembourg) S.A. (formerly The Bank of New York (Luxembourg) S.A.), as Luxembourg paying agent, transfer agent and listing agent (the "Indenture"), under which the Notes were issued to, among other things, eliminate substantially all of the restrictive covenants contained in the Indenture and (ii) the Company and the Trustee executed an amendment (the "Pledge Agreement Amendment") to the assignment and pledge agreement, dated as of October 3, 2007, between the Company and the Trustee (the "Pledge Agreement"), which secures certain obligations under the Indenture, to exempt from the collateral securing the Notes certain amounts to be used to pay the principal portion of Notes repurchased by the Company from holders that validly tender Notes after the Consent Date but prior to the Expiration Date. The Indenture Supplement and the Pledge Agreement Amendment became effective upon the receipt by the Trustee of an officer's certificate from the Company regarding the purchase of the Notes validly tendered (and not validly withdrawn) pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement (as defined below) on March 20, 2012.
The Company retained Citigroup ("Citigroup") and Credit Suisse Securities (USA) LLC ("Credit Suisse") to act as Dealer Managers and Solicitation Agents. Holders with questions about the Offer to Purchase and Consent Solicitation can contact Citigroup's Liability Management Group at (800) 558-3745 (toll free) or +1 (212) 723-6108 (collect) or Credit Suisse's Liability Management Group at (800) 820-1653 (toll free) or +1 (212) 538-2147 (collect).
The tender offer and consent solicitation were made solely on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 1, 2012 (the "Offer to Purchase and Consent Solicitation Statement"). This communication is for informational purposes only and is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell any securities of the Company or the Guarantor.
About TGI International Ltd.
The Company is a wholly owned subsidiary of the Guarantor. The Company was incorporated on July 6, 2007 under the Companies Law (2004 Revision) of the Cayman Islands with company registration number WK-190634 to serve as a financing vehicle of the Guarantor solely to issue the Notes and to enter into certain additional transaction documents related to the issuance of the Notes, and to comply with its obligations under the Notes, the Indenture and the other documents related thereto. The Company's registered office is at Ugland House, PO Box 309, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands.
About Transportadora de Gas Internacional S.A. E.S.P.
The Guarantor was formed on February 16, 2007 to acquire assets, rights and contracts and assume liabilities of Empresa Colombiana de Gas E.S.P., a Colombian state-owned natural gas transportation company, pursuant to a divestiture process of the natural gas transportation assets, rights and contracts conducted by the national government of Colombia. The Guarantor is one of the two main natural gas transportation companies operating in Colombia, based on transportation capacity, according to information made publicly available by natural gas transportation companies in Colombia and compiled by the Guarantor. The shareholders of the Guarantor are Empresa de Energia de Bogota S.A. E.S.P., a stock corporation (sociedad anonima) organized as a public services company (empresa de servicios publicos) under the laws of the Republic of Colombia, which owns 68.05% of the capital structure of the Guarantor and is engaged in the electricity generation, transmission and distribution business and in the natural gas transportation and distribution business, and Citi Venture Capital (through its investment vehicle Inversiones en Energia Latin America Holding S.L.), which owns 31.92% of the Guarantor and is a leading private equity investor in emerging markets, currently managing over U.S.$7.0 billion in equity investments and committed capital.
This press release includes "forward-looking statements" as defined by the Securities and Exchange Commission. Such statements are those concerning the contemplated transaction and strategic plans, expectations and objectives for future events and operations. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.
This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offer to Purchase and the Consent Solicitation are being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement.
THE NOTES HAVE NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS, AND THE NOTES MAY NOT BE OFFERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT (1) TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("QIBs"), (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULES 144 UNDER THE SECURITIES ACT (IF AVAILABLE).
THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT MAY NOT BE DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT TO (1) QIBs OR (2) DEALERS OR OTHER PROFESSIONAL FIDUCIARIES ORGANIZED, INCORPORATED OR (IF AN INDIVIDUAL) RESIDENT IN THE UNITED STATES HOLDING DISCRETIONARY ACCOUNTS OR SIMILAR ACCOUNTS (OTHER THAN AN ESTATE OR TRUST) FOR THE BENEFIT OR ACCOUNT OF NON-U.S. PERSONS.
THE OFFER TO PURCHASE AND THE CONSENT SOLICITATION IS NOT BEING MADE TO HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER TO PURCHASE AND THE CONSENT SOLICITATION OR THE ACCEPTANCE OF THE TENDERED NOTES OR THE CONSENTS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
SOURCE TGI International Ltd.