Capex S.A. Announces Commencement Of Cash Tender Offer For Any And All Of Its Outstanding 10.00% Notes Due 2018
BUENOS AIRES, Argentina, May 2, 2017 /PRNewswire/ -- Capex S.A. (the "Purchaser") today announced the commencement of an offer by the Purchaser to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of its outstanding 10.00% Notes due 2018 (the "Notes") issued by the Purchaser under the indenture dated as of March 10, 2011 (the "Offer").
The Offer is being made by the Purchaser pursuant to the offer to purchase dated May 2, 2017 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal") and notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase and Letter of Transmittal, the "Offer Documents"). The Purchaser intends to finance the purchase of the Notes with the proceeds of a concurrent issuance of new notes (the "New Notes").
The table below summarizes certain payment terms for of the purchase of the Notes:
Description of Notes |
CUSIP / ISIN Nos. |
Outstanding |
Total Consideration* |
10.00% Notes due 2018 |
CUSIP: P20058AA4 /139612AD7 ISIN: USP20058AA42 / US139612AD76 |
U.S.$200,000,000 |
U.S.$1,004.17 |
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* Per U.S.$1,000 principal amount of Notes. In addition, Holders will receive Accrued Interest (as defined below).
The Offer will expire at 8:00 A.M., New York City time, on May 10, 2017, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Time"). Notes tendered may be validly withdrawn prior to the Expiration Time, but not thereafter, except as described in the Offer Documents or as required by applicable law.
Holders validly tendering and not withdrawing their Notes at or before the Expiration Time will be entitled to receive U.S.$1,004.17 per U.S.$1,000 principal amount of the Notes (the "Total Consideration"), on the Settlement Date (as defined below). Subject to the terms and conditions set forth in the Offer Documents, the Purchaser expects to accept for purchase all of the validly tendered and not validly withdrawn Notes on the same day of the Expiration Time (the date of such acceptance, the "Acceptance Date"). With respect to Notes accepted for purchase on the Acceptance Date, if any, the Holders thereof will receive payment of the Total Consideration for such accepted Notes on a date promptly following the Acceptance Date (which date is expected to occur within three business days following the Acceptance Date), with the date on which the Purchaser pays the aggregate Total Consideration for such Notes, together with an amount equal to Accrued Interest thereon, being referred to as the "Settlement Date." The Settlement Date in respect of Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Expiration Time (to the extent that such Notes are not delivered prior to the Expiration Time) that are accepted by the Purchaser for purchase in the Offer is expected to be the third business day following the Acceptance Date (the "Guaranteed Delivery Settlement Date"). In addition, Holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but excluding, the Settlement Date ("Accrued Interest"). For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.
The obligation of the Purchaser to accept for purchase, and to pay for, Notes validly tendered pursuant to the Offer, or Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Expiration Date, is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer Documents, including the issue of the New Notes, in the sole discretion of the Purchaser.
The Information and Tender Agent for the Offer is Global Bondholder Services Corporation. To contact the Information and Tender Agent, banks and brokers may call +1-212-430-3774, and others may call U.S. toll-free: 866-470-4200. Additional contact information is set forth below.
By Mail, Hand or Overnight Courier:
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By Facsimile Transmission:
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65 Broadway, Suite 404 |
(for eligible institutions only) |
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New York, NY 10006 |
+1 212-430-3775/3779 |
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USA |
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Attention: Corporate Actions |
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Attention: Corporate Actions |
Confirmation by Telephone |
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E-mail: [email protected] |
+1 212-430-3774 |
Any questions or requests for assistance or for additional copies of this notice or the Offer to Purchase may be directed to Deutsche Bank Securities, Inc. and J.P. Morgan Securities LLC (together, the "Dealer Managers") at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Dealer Managers for the Offer are:
Deutsche Bank Securities Inc. |
J.P. Morgan Securities LLC |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offer is made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer Documents.
None of the Purchaser, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether holders should tender their Notes pursuant to the Offer.
The Offer Documents are also available at www.gbsc-usa.com/Capex/
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Forward-Looking Statements
This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Purchaser's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.
Although the Purchaser believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, intended, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.
The Purchaser undertakes no obligation to update any of its forward-looking statements.
SOURCE Capex S.A.
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