Automotores Gildemeister SpA Announces Expiration Of Exchange Offer And Consent Solicitation

Automotores Gildemeister SpA Announces Expiration Of Exchange Offer And Consent Solicitation



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SANTIAGO, Chile, Oct. 30, 2019 /PRNewswire-HISPANIC PR WIRE/ — Automotores Gildemeister SpA (the “Company”) announced today the expiration and results of the exchange offer and consent solicitation (the “Offers and Solicitation”) for its US$515,250,522 7.50% Senior Secured Notes due 2021 (the “Existing Senior Secured Notes”), US$24,194,000 8.250% Senior Unsecured Notes due 2021 (the “2021 Notes”) and its US$5,122,000 6.750% Senior Unsecured Notes due 2023 (the “2023 Notes,” and together with the 2021 Notes and the Existing Senior Secured Notes, the “Existing Senior Notes”) on the terms previously announced in the offering and solicitation memorandum dated September 30, 2019 (as supplemented from time to time, the “Offering and Solicitation Memorandum”).  The Offers and Solicitation expired at 5:00 pm, New York City time, on October 29, 2019 (the “Expiration Date”).  The Company’s Existing Senior Notes tendered in the Offers and Solicitation will be exchanged for 7.50% New Senior Secured Notes due 2025, New Series A Warrants and New Series B Warrants.  Settlement is expected to occur on November 7, 2019, subject to the terms and conditions of the Offers and Solicitation.  In addition, pursuant to the Offers and Solicitation, certain amendments to the terms and conditions of the Existing Senior Notes will be adopted and become effective upon the settlement of the Offers and Solicitation.

As of the Expiration Date, 98.13% of the outstanding principal amount of the Existing Senior Secured Notes had been validly tendered and not validly withdrawn in the Offers and Solicitation. Consummation of the Offers and Solicitation had been subject to a condition that the Company receives valid tenders of at least 99% of the aggregate outstanding principal amount of the Existing Senior Secured Notes (the “Minimum Tender Condition”).  The Minimum Tender Condition has been waived by the Requisite Noteholders.

In addition, as of the Expiration Date, US$1,700,000 of the outstanding principal amount of the 2021 Notes and US$2,500,000 of the outstanding principal amount of the 2023 Notes had been validly tendered and not validly withdrawn in the Offers and Solicitation.

For information on the Offers and Solicitation, holders of Existing Senior Notes may contact Prime Clerk, the Exchange and Information Agent for the Offers and Solicitation, at (877) 510-1633 or, if outside the U.S. and Canada, at (917) 947-5418.  

THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY.  THE OFFERS AND SOLICITATION ARE BEING MADE SOLELY BY THE OFFERING AND SOLICITATION MEMORANDUM THAT MAY BE OBTAINED FROM THE EXCHANGE AND INFORMATION AGENT AND ONLY TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW.  ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. 

The New Senior Secured Notes, the New Series A Warrants and the New Series B Warrants, offered in the Offers and Solicitation will not be registered under the Ley de Mercado de Valores No. 18,045 (the “Securities Market Law”), as amended, of Chile with the Chilean Financial Markets Commission (Comisión para el Mercado Financiero, the “CMF”), together with all predecessor agencies and commissions, including, without limitation, the Chilean Securities and Insurance Commission (Superintendencia de Valores y Seguros), and, accordingly, may not be offered or sold to persons in Chile except in circumstances that do not constitute a public offering under Chilean law.

Los valores que se emitan no serán registrados en la Comision para el Mercado Financiero, antes Superintendencia de Valores y Seguros, de conformidad a la ley de Mercado de Valores No. 18,045, por lo que de acuerdo a ello, no podrán ser ofrecidos a personas en Chile excepto en circunstancias que no constituyan una oferta pública de valores de acuerdo a ley Chilena.

About Automotores Gildemeister

Automotores Gildemeister is a vehicle importer and distributor primarily in Chile and Peru. Since 1986, the Company has been the sole distributor of Hyundai passenger and light commercial vehicles in Chile and since 2002, the sole distributor of Hyundai passenger, light commercial and heavy commercial vehicles in Peru.

SOURCE Automotores Gildemeister SpA

Automotores Gildemeister SpA Announces Expiration Of Exchange Offer And Consent Solicitation