PUNTA DEL ESTE, Uruguay, Dec. 18, 2020 /PRNewswire/ -- City of Punta del Este, Maldonado Department, Uruguay: Faroy S.A. (the "Company") announced today the results of its invitation (the "Invitation") to holders of its US$13,000,000 8% Senior Secured Note due 2020 (the "Existing Note") to exchange such Existing Note for a new note (the "New Note") to be issued on the terms and subject to the conditions described in its private invitation memorandum dated December 7, 2020 (the "Private Invitation Memorandum").
The aggregate principal amount of the Existing Note tendered and accepted in the Invitation as of 9:00 a.m. New York Time on December 18, 2020 was US$13,000,000, representing 100% aggregate principal amount of the Existing Note. Consents delivered are sufficient to give effect to the consummation of the Exchange Offer (as defined in the Private Invitation Memorandum), to exchange the Existing Note for new step-up secured notes due 2033 (the "New Notes"), and to instruct the Collateral Agent (as defined in the Private Invitation Memorandum) to execute the Collateral Trust Amendment (as defined in the Private Invitation Memorandum).
For the avoidance of doubt, the Company clarifies that the Existing Note Scaling Factor (as defined in the Private Invitation Memorandum) was incorrectly reflected on page 45 of the Private Invitation Memorandum, being 98.84225% the correct Existing Note Scaling Factor, as set forth in the cover of the Private Invitation Memorandum. The updated and corrected Private Invitation Memorandum is available at www.dfking.com/faroy.
The Settlement Date, as defined in the Private Invitation Memorandum, is expected to occur on December 22, 2020, or as soon as practicable thereafter. The Company expects to (i) on the Settlement Date, issue the New Note in exchange for the Existing Note accepted in the Invitation; (ii) on the Settlement Date, together with the Trustee and the Collateral Agent (each as defined in the Private Invitation Memorandum), execute the indenture under which the New Note will be issued, and (iii) on or promptly as possible following the Settlement Date, execute the Collateral Trust Amendment.
D.F. King acted as information and exchange agent. Any questions or requests for information regarding the Invitation or the Exchange Offer may be directed to D.F. King at +1 (212) 269-5550 (Banks and Brokers call) - +1 (877) 283-0318 (Toll-free) - +1 (212) 709-3328 (facsimile), or at [email protected].
Important Notice
This announcement does not contain or constitute an offer to sell or the solicitation of an offer to exchange, buy or subscribe for securities to or from any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. This announcement and the Exchange Offer referred to herein is directed to, and Existing Notes may be exchanged for new securities as described in the Private Invitation Memorandum only by, a holder of Existing Notes: (1) who is not a "U.S. person" as defined in rule 902(k) under the U.S. Securities Act of 1933, as amended (the "Securities Act"); and (2) whose receipt and review of this announcement and the Private Invitation Memorandum and participation in the Exchange Offer is otherwise permitted under the laws and regulations of any jurisdiction applicable to them. Persons into whose possession this announcement or the Private Invitation Memorandum comes are required by the Company to inform themselves about, and to observe, any restrictions on the distribution of materials relating to the Invitation, or on the issue and resale of securities.
The recipient of this announcement may not forward or distribute the announcement or the related Private Invitation Memorandum in whole or in part to any other person or reproduce the announcement or the Private Invitation Memorandum in any manner whatsoever and any forwarding, distribution or reproduction of the announcement or the Private Invitation Memorandum in whole or in part is unauthorized. failure to comply with this instruction may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
You are also reminded that this announcement and the related Private Invitation Memorandum has been provided to you on the basis that you are a person into whose possession this announcement and the Private Invitation Memorandum may be lawfully delivered in accordance with (i) the laws of the jurisdiction in which you are located or resident and (ii) any jurisdictional restriction pursuant to applicable securities laws, and you may not, nor are you authorized to, deliver this announcement and the Private Invitation Memorandum to any other person. Any materials relating to the Invitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.
Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.
SOURCE Faroy S.A.
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