CLISA - Compañía Latinoamericana De Infraestructura & Serv
BUENOS AIRES, Dec. 13, 2019 /PRNewswire/ -- CLISA -- Compañía Latinoamericana de Infraestructura & Servicios S.A. -- CLISA ("CLISA" or the "Issuer") today announced that it is commencing an offer to exchange (the "Exchange Offer") any and all of the outstanding U.S.$300,000,000 9.5% Senior Notes due 2023 issued by CLISA and guaranteed by Cliba Ingeniería Urbana S.A. and Benito Roggio e Hijos S.A. (the "Old Notes") for 9.5% Senior Secured Notes due 2023 (the "New Notes") to be issued by CLISA. In conjunction with the Exchange Offer, CLISA is commencing a consent solicitation (the "Consent Solicitation") according to which it will solicit from holders of Old Notes (the "Holders") consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the terms and conditions of the indenture under which the Old Notes were issued (the "Old Notes Indenture"). The Proposed Amendments require the affirmative vote of Holders of more than 50% of the outstanding aggregate principal amount of the Old Notes (the "Requisite Consents") in accordance with the Old Notes Indenture. If the Requisite Consents are obtained, the Proposed Amendments will be approved at a meeting of Holders of Old Notes to be held pursuant to Argentine laws, and the Proposed Amendments will become effective eliminating substantially all of the restrictive covenants and certain events of default and related provisions under the Old Notes Indenture.
The Consent Solicitation, together with the Exchange Offer, is referred to as the "Offer".
The terms and conditions of the Offer are described in the exchange offer memorandum and consent solicitation statement, dated December 13, 2019 (the "Exchange Offer Memorandum").
The Offer will expire at 9:00 a.m., New York City time, on January 14, 2020, unless extended or earlier terminated by the Issuer (the "Expiration Date").
The following table sets forth certain information relating to the payment terms of the Offer:
Consideration per U.S.$1,000 of Old Notes Validly Tendered
Coupon of Old Notes
Maturity Date of Old Notes
Aggregate Principal Amount Outstanding
Title of New Notes to be Issued
Early Participation Payment(2)
20445P AE5/US20445PAE51 (Rule 144A) ......
9.5% Senior Secured Notes due 2023
P3063X AF5/USP3063XAF52 (Reg. S) ......
(1) Payable in principal amount of New Notes. Does not include the applicable accrued interest.
(2) Payable in cash.
CLISA is taking a proactive approach to manage its working capital and liquidity needs, due to existing concerns about the macroeconomic prospects of Argentina, including high levels of inflation and interest rates in pesos, currency devaluation, a decrease in public infrastructure investments due to budgetary restrictions and the uncertainty about fiscal, monetary and infrastructure policies derived from the political transition resulting from the recent change in public authorities at the national, provincial and municipal levels. In particular, through the Exchange Offer, CLISA seeks to preserve its liquidity and improve its financial position through 2021.
Under the terms of the Offer, any Holder who exchanges Old Notes for New Notes pursuant to the Exchange Offer must also deliver its Consent to the Proposed Amendments. Holders may not deliver Consents in the Consent Solicitation without exchanging their Old Notes for the New Notes in the Exchange Offer.
Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, each Holder whose Old Notes are validly tendered prior to the Expiration Date will receive the Exchange Price set forth in the table above.
Holders whose Old Notes are validly tendered prior to 9:00 a.m., New York City time, on December 27, 2019 (such date and time, as the same may be extended by the Issuer, the "Early Participation Date"), and which are not validly withdrawn or revoked and are accepted by CLISA will be entitled to receive the Early Participation Payment set forth in the table above. In addition, Holders who validly deliver (and do not revoke prior to the Withdrawal Date (as defined below)) their Consents with the tender of their Old Notes at or prior to the Expiration Date will receive the Consent Fee set forth in the table above. The Exchange Price, the Early Participation Payment and the Consent Fee, as applicable, do not include the applicable Accrued Interest (as defined below), which will be paid in cash as described below.
Holders whose Old Notes are accepted for exchange in the Exchange Offer will be paid, in cash, accrued and unpaid interest on such Old Notes from the last interest payment date to, but not including, the Exchange Date ("Accrued Interest"). The Exchange Date is currently expected to be January 17, 2020.
Any Old Notes tendered for exchange may be validly withdrawn and Consents may be revoked at any time prior to 9:00 a.m., New York City time, on January 14, 2020 (such date and time, as the same may be extended by the Issuer, the "Withdrawal Date"), but not thereafter, by following the procedures described in the Exchange Offer Memorandum. Holders who have tendered Old Notes and delivered related Consents may not withdraw their Old Notes or revoke their Consents after the Withdrawal Date.
Notwithstanding any other provision of the Exchange Offer Memorandum, CLISA's acceptance of the Offer from Holders is conditional upon (ii) receipt of at least 80% (not including any Old Notes which are owned by the Issuer or its subsidiaries) in aggregate outstanding principal amount of the Old Notes validly tendered and not validly withdrawn on or prior to the Expiration Date, and (ii) the general conditions described in the Exchange Offer Memorandum.
The Issuer has had discussions with several holders of Old Notes regarding the current Offer. Holders of approximately 60% of the Old Notes have indicated that they intend to tender their Old Notes in the Exchange Offer and provide their Consents to the Proposed Amendments in the Consent Solicitation.
In addition, subject to applicable law and as provided for in the Exchange Offer Memorandum, CLISA may, in its sole discretion, extend, reopen, amend, waive any condition of, terminate or withdraw the Offer at any time prior to its announcement of whether it will accept valid offers to tender Old Notes and delivery of related Consents pursuant to the Offer.
A Holder of Old Notes wishing to participate in the Exchange Offer must, or arrange on its behalf to, not later than the Expiration Date and, in any event, before such earlier deadline as may be required to be met by the relevant clearing system, (i) comply with the ATOP (as defined in the Exchange Offer Memorandum) procedures for book-entry transfer or (ii) if such Holder is a beneficial owner that holds Old Notes through the Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream"), contact Euroclear or Clearstream directly to ascertain their procedure for tendering Old Notes and comply with such procedure.
When considering whether to participate in the Offer, Holders should take into account that restrictions on the transfer of Old Notes by Holders will apply from the time of the tender of Old Notes or Consents.
Information Relating to the Offer
BCP Securities, LLC is acting as the Dealer Manager and Solicitation Agent with respect to the Exchange Offer and the Consent Solicitation and Banco CMF S.A. is acting as the Argentine Dealer Manager and Solicitation Agent. Investors with questions may contact BCP Securities, LLC at +1 203 629 2181 and Banco CMF S.A. at +54 11 4318-6800.
D.F. King has been appointed as Information, Exchange and Tabulation Agent. All questions to the Information, Exchange and Tabulation Agent should be directed to email: [email protected] or telephone: +44 20 7920 9700 (London) or +1 212 269 5550 (New York) and +1 800 901 0068 (toll free).
Copies of the Exchange Offer Memorandum may be found for consultation through the CNV web site, www.cnv.gov.ar under the item: "Companies (Empresas)" or at the Offer Website: https://sites.dfkingltd.com/clisa.
This press release is neither an offer to sell nor a solicitation of offers to buy any securities. The Exchange Offer and the Consent Solicitation are being made only pursuant to the Exchange Offer Memorandum.
Neither the Exchange Offer Memorandum nor any related document has been filed with the U.S. Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, except that the CNV has authorized the Exchange Offer and the public offering of the New Notes in Argentina. No authority has passed upon the accuracy or adequacy of the Exchange Offer Memorandum nor any related document, and it is unlawful and may be a criminal offence to make any representation to the contrary.
This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Exchange Offer Memorandum. The Exchange Offer and Consent Solicitation are not being made to, nor will the Issuer accept tenders of Old Notes and deliveries of Consents from, Holders in any jurisdiction in which the Exchange Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky or other laws of such jurisdiction.
The New Notes have not been registered, and will not be registered, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any other jurisdiction, other than Argentina. The New Notes may not be offered within the United States or to, or for the account or benefit of, U.S. persons, except to Holders in compliance with Section 4(a)(2) or Regulation S under the Securities Act, as applicable.
None of the Dealer Manager and Solicitation Agent, the Argentine Dealer Manager and Solicitation Agent, the Information, Exchange and Tabulation Agent or CLISA makes any recommendation as to whether Holders should tender Old Notes and deliver the related Consents.
CLISA cannot assure you that any Holder of Old Notes will tender its Old Notes in the Exchange Offer and provide its Consents to the Proposed Amendments in the Consent Solicitation.
About the Issuer
We are a leading Argentine infrastructure manager and developer with over 110 years of experience. We are currently organized along four principal business segments: (i) Construction, (ii) Waste Management, (iii) Transportation and (iv) Water Supply Services. We also engage in other minor business operations, which we report under our Other Activities segment. We provide services to both the public and private sectors with a majority of our projects concentrated in the public sector.
This press release contains certain "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Issuer's current beliefs, expectations and projections about future events and financial trends affecting the Issuer's business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates, and operating and financial risks related to managing growth and integrating acquired businesses), many of which are beyond the control of the Issuer. The occurrence of any such factors not currently expected by the Issuer would significantly alter the results set forth in these statements. The Issuer expressly disclaims a duty to update any of the forward-looking statements.
CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A.
Leandro N. Alem 1050 – 9th Floor
C1001AAS City of Buenos Aires
Tel.: +54 11 6091 7300
Fax: +54 11 6091 7301
E-mail address: [email protected]
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