TGI International Ltd. Launches Tender Offer and Consent Solicitation via Citigroup and Credit Suisse

BOGOTA, Colombia, March 1, 2012 /PRNewswire/ -- TGI INTERNATIONAL LTD. (the "Company"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, today announced that it has commenced a tender offer to purchase for cash (the "Offer to Purchase") all of its outstanding U.S.$750,000,000 of aggregate principal amount of 9.500% Senior Notes due 2017 (CUSIP No. 871965AA7 and ISIN No. US871965AA70 (144A); CUSIP No. G87734AA0 and ISIN USG87734AA00 (Reg. S)) (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"), under and subject to 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") and the documents delivered in connection therewith.  The Company is also soliciting consents (the "Consent Solicitation") from holders of the Notes (the "Holders") to certain amendments (the "Proposed Amendments") that would, among other things, eliminate substantially all of the restrictive covenants contained in the indenture, dated as of October 3, 2007, under which the Notes were issued (the "Indenture") and amend the assignment and pledge agreement, dated as of October 3, 2007 (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 (as defined below) but prior to the Expiration Date (as defined below).  Adoption of the Proposed Amendments requires the consent of holders of not less than fifty percent (50%) in aggregate principal amount of the outstanding Notes (none of which are owned by the Company or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company) (the "Requisite Consents").

The Offer to Purchase and Consent Solicitation will expire at 11:59 p.m., New York City time, on March 28, 2012, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Expiration Date").  Subject to the terms and conditions of the Offer to Purchase and Consent Solicitation Statement, the right to receive the Consent Payment (as defined below) by delivering valid Consents (as defined below) will expire at 5:00 p.m., New York City time, on March 14, 2012 unless extended (such date and time, as the same may be extended, the "Consent Date").  The right to withdraw tendered Notes and the right to revoke Consents will expire on the earlier of (i) the date on which the Requisite Consents have been received and (ii) the Consent Date (except under certain limited circumstances in which the terms of the Offer to Purchase and Consent Solicitation are materially modified or as otherwise required by law).  Holders that wish to receive both the Tender Consideration (as defined below) and the Consent Payment (as defined below) must validly tender (and not subsequently validly withdraw) their Notes at or prior to the Consent Date.  The terms and conditions of the Offer to Purchase and Consent Solicitation may be amended and the Expiration Date and Consent Date may be extended or earlier terminated by the Company in its sole discretion.

The Total Consideration (as defined below) for each US$1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the Offer to Purchase and delivery of Consents validly delivered and not validly revoked pursuant to the Consent Solicitation on or prior to the Consent Date shall be equal to U.S.$1,093.21. The total consideration (the "Total Consideration") includes a consent payment of U.S.$30.00 in respect of each U.S.$1,000 principal amount of Notes tendered (the "Consent Payment").

If the Notes are accepted for payment pursuant to the Offer to Purchase, Holders that validly tender (and do not subsequently validly withdraw) their Notes and validly deliver (and do not subsequently validly withdraw) their Consents pursuant to the Offer to Purchase and the Consent Solicitation at or prior to the Consent Date will, on acceptance of such tenders and Consents by the Issuer, receive the Total Consideration on or about March 20, 2012, or as soon as practicable thereafter (the "Initial Settlement Date").  Holders that validly tender (and do not subsequently validly withdraw) their Notes and deliver (and do not subsequently validly withdraw) 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 Issuer, receive an amount equal to the Total Consideration less the Consent Payment (the "Tender Consideration") on or about March 28, 2012, or as soon as practicable thereafter (the "Final Settlement Date").  In each case, Holders will, on acceptance of such tender and delivery by the Issuer, receive accrued and unpaid interest up to, but not including, the Initial Settlement Date or the Final Settlement Date, as applicable. 

Holders who tender their Notes must deliver the related consents (the "Consents") to the Proposed Amendments. 

The Issuer intends to call for redemption any and all Notes not tendered in the Offer to Purchase and the Consent Solicitation at the redemption price set forth in the Indenture.  The Issuer may deliver such notice of redemption as early as the Initial Settlement Date.

The Company expressly reserves the right, in its sole discretion, to terminate the Offer to Purchase and Consent Solicitation and not accept for purchase any tendered Notes for any reason.  The Company's obligation to accept for purchase any tendered Notes pursuant to the Offer to Purchase and Consent Solicitation is conditioned upon, among other things the Requisite Consents being obtained and certain other conditions, including the Financing Condition (as defined in the Offer to Purchase and Consent Solicitation Statement).  Full details of the terms and conditions of the Offer to Purchase and Consent Solicitation are included in the Offer to Purchase and Consent Solicitation Statement.

Holders can obtain additional copies of the Offer to Purchase and Consent Solicitation Statement and related material from the Information, Tender and Consent Agent, D.F. King & Co., Inc., at (800) 848 -3416 (toll free) or at +1 (212) 269-5550 (collect). The Company has 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 Offer to Purchase and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement and the documents delivered in connection therewith. 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.  This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture or to the Pledge Agreement.

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.

Forward-Looking Statements
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 tender offer and consent solicitation is being made solely by 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 OR, 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 ARE 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 CONSENTS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

SOURCE TGI International Ltd.