Mercury Chile Holdco LLC Offer to Purchase for Cash Any and All of its 6.500% Senior Secured Guaranteed Notes due 2027

BILLERICAY, Essex, United Kingdom, May 30, 2024 /PRNewswire/ -- Mercury Chile HoldCo LLC ("Mercury" or the "Company") today announced that it has launched an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 6.500% Senior Secured Guaranteed Notes due 2027 (the "Notes"). The Tender Offer will take place upon the terms and conditions described in Mercury's Offer to Purchase, dated May 30, 2024 (the "Offer to Purchase") and related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.

The following table sets forth certain terms of the Tender Offer:

1. Aggregate principal amount outstanding as of May 30, 2024.
2. Dollars per U.S.$1,000 principal amount of Notes. Does not include Accrued Interest, which will also be payable as provided herein.

The Tender Offer will expire at 5:00 p.m., New York City time, on June 5, 2024, unless amended, extended or terminated by Mercury (the "Expiration Date"). The Tender Offer may be amended, extended or terminated. 

Subject to the terms and conditions of the Tender Offer, the consideration for each $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be the Tender Offer Consideration set forth in the above table. All Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date ("Accrued Interest"). The amount of such Accrued Interest will be subject to withholding tax gross-up pursuant to the same methodology specified in the indenture. 

Tendered Notes may be withdrawn at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10th business day after the commencement of the Tender Offer (the "Withdrawal Deadline"), by following the procedures described in the Offer Documents. The Notes may also be validly withdrawn by following the procedures described in the Offer Documents if, for any reason, the Tender Offer has not been consummated within 60 business days after commencement.

The Company intends to purchase any and all of the Notes that have been validly tendered, accepted for purchase in the Tender Offer and not validly withdrawn prior to the Expiration Date promptly following the Expiration Date and the Guaranteed Delivery Date. The settlement date is expected to occur on June 10, 2024, which the third business day following the Expiration Date, unless the Tender Offers are extended or earlier terminated by Mercury, in its sole discretion, subject to applicable law and all conditions to the Tender Offer having been either satisfied or waived by Mercury as of the settlement date. Payment for Notes validly tendered prior to the Expiration Date and accepted for purchase will be made on the settlement date. Any Notes that are tendered and accepted in the Tender Offer will be retired and cancelled.

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. However, the Tender Offer is subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Offer Documents in respect of the Tender Offer. 

Citigroup Global Markets Inc. is the Dealer Manager in the Tender Offer. Global Bondholder Services Corporation ("GBSC") has been retained to serve as the Tender and Information Agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). The Offer Documents may be obtained by calling GBSC at 855-654-2014 (toll free) or by visiting https://www.gbsc-usa.com/mercurychile.

None of the Company, its board of directors, its officers, the Dealer Manager, the depositary, the Tender and Information Agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer Documents.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities. The Tender Offer is being made solely pursuant to the terms of the Offer Documents. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. 

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect the Company's businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the planned Tender Offer and concurrent Solicitation. Although the Company believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Company. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Company's future results may differ materially from those expressed in these estimates and forward- looking statements. 

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

Investor Contact: Susan Harcourt 703-682-1204, [email protected]
Media Contact: Amy Ackerman 703-682-6399, [email protected]

SOURCE Mercury Chile Holdco LLC

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