Andrade Gutierrez International S.A. Announces Expiration Da

EMPTY

|Dec 19|magazine28 min read

BELO HORIZONTE, Brazil, Dec. 18, 2019 /PRNewswire/ -- Andrade Gutierrez International S.A., having its registered office at 12c, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, and listed with the Luxembourg Trade and Companies' Register under the number B 176492,  ("AG International" or the "Issuer"), today announced the final participation results for the previously announced offer by AG International to exchange (the "Exchange Offer") any and all of the U.S.$356,348,680 aggregate principal amount outstanding of the 11.000% Senior Secured PIK Toggle Notes due 2021 of the Issuer (the "Old Notes") for newly issued 9.500% Senior Secured Notes due 2024 of the Issuer (the "New Notes") pursuant to the exchange offering memorandum and consent solicitation statement dated November 19, 2019, including Annexes A, B and C attached thereto (the "Exchange Offering Memorandum and Consent Solicitation Statement") and the concurrently announced consent solicitation (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation") from holders of the Old Notes ("Eligible Holders") to amend the indenture governing the Old Notes (the "Old Notes Indenture"), to release certain collateral securing the Old Notes and to make modifications in respect of the remaining collateral securing the Old Notes. The New Notes will be unconditionally guaranteed by Andrade Gutierrez Engenharia S.A. ("AG Engenharia"), Andrade Gutierrez Investimentos em Engenharia S.A. ("AGIE"), AG Construções e Serviços S.A. and Zagope SGPS, S.A. ("Zagope") (provided that Zagope's guarantee is limited to U.S.$50 million). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Exchange Offering Memorandum and Consent Solicitation Statement.

AG International has been advised by D.F. King & Co., Inc., the Exchange and Information Agent for the Exchange Offer, that as of 11:59 p.m. (New York City time) on December 17, 2019 (the "Expiration Date"), U.S.$313,133,000 in aggregate principal amount of Old Notes (representing approximately 87.87% of the Old Notes outstanding at the commencement of the Exchange Offer and Consent Solicitation) were validly tendered and not validly withdrawn, with U.S.$459,000 in aggregate principal amount of Old Notes tendered after the Early Participation Date but at or prior to the Expiration Date. The settlement date for Old Notes tendered after the Early Participation Date but at or prior to the Expiration Date is expected to be promptly following the Expiration Date, or December 19, 2019 (the "Final Settlement Date").

Eligible Holders who tendered their Old Notes prior to the Early Participation Date received the Total Consideration set forth in the table below, which includes the Early Participation Premium of U.S.$50.00 per U.S.$1,000 principal amount, plus Accrued Interest. Eligible Holders who validly tendered Old Notes after the Early Participation Date but at or prior to the Expiration Date were not eligible to receive the Early Participation Premium and were therefore only eligible to receive the Exchange Offer Consideration of U.S.$975.00 for each U.S.$1,000 principal amount of Old Notes validly tendered, plus Accrued Interest.

Title of Security

CUSIP/ISIN Number

Aggregate
Principal Amount
Outstanding

Exchange
Consideration(1)
(2)

Early
Participation
Premium(1)

Total Exchange
Consideration (1)(3)

11.000% Senior
Secured PIK Toggle
Notes due 2021

CUSIPs:

L01795AC4

03439TAD3

ISINs:

USL01795AC47

US03439TAD37

U.S.$356,348,680

U.S.$975.00 in New Notes

 

U.S.$50.00 in New Notes

U.S.$1,025.00

in New Notes


(1)   Per U.S.$1,000 principal amount of Old Notes.

(2)   Consists of the consideration payable to Eligible Holders who validly tender (and do not validly withdraw) their Old Notes after the Early Participation Date but at or prior to the Expiration Date, not including Accrued Interest on the Old Notes, which will be paid in cash on the Final Settlement Date.

(3)   Consists of the consideration payable to Eligible Holders who validly tender (and do not validly withdraw) their Old Notes at or prior to the Early Participation Date, not including Accrued Interest on the Old Notes, which will be paid in cash on the Early Settlement Date.

Concurrently with the Exchange Offer, the Issuer solicited consents in order to adopt the Proposed Amendments. On December 4, 2019, the Issuer announced that (i) the Voting Condition Threshold had been met and the Requisite Consents were received from Eligible Holders to execute the supplemental indenture to implement the Proposed Amendments and (ii) the Financing Condition had been met. The supplemental indenture reflecting the Proposed Amendments was entered into by the Issuer on December 9, 2019.

The Information and Exchange Agent for the Exchange Offer is D.F. King & Co., Inc. To contact the Information and Exchange Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: +1-866-856-3065. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

48 Wall Street

22nd Floor

New York, NY 10005

USA

Attention: Andrew Beck

By Facsimile Transmission:

(for eligible institutions only)
+1 212-709-3328

For Confirmation: (212) 269-5552
Attention: Andrew Beck

Confirmation by Telephone:

Toll-Free: +1 866-856-3065

Collect: +1 212-269-5552

Email:

[email protected] 

 

Website for this Exchange Offer:

www.dfking.com/andrade

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

None of the Issuer, the Information and Exchange Agent,  nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Old Notes in response to the Exchange Offer and Consent Solicitation. None of the Issuer, the Information and Exchange Agent, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Exchange Offer and Consent Solicitation other than the information and representations contained in the Exchange Offering Memorandum and Consent Solicitation Statement.

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 Exchange Offer, passed upon the merits or fairness of the Exchange Offer or passed upon the adequacy or accuracy of the disclosure in the Exchange Offering Memorandum and the Consent Solicitation Statement.

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SOURCE Andrade Gutierrez International S.A.