EPM announces the commencement of a tender offer for any and all of its outstanding Ps.-denominated 8.375% Notes due 2021
MEDELLIN, Colombia, July 2, 2019 /PRNewswire/ -- Empresas Públicas de Medellín E.S.P. ("EPM") announced today its offer to purchase for cash any and all of its outstanding 8.375% Notes due 2021 (CUSIP No.: 29246B AB4 (144A) / P9379R AB3 (Reg S) / ISIN No.: US29246BAB45 (144A) / USP9379RAB35 (Reg S)) (the "Notes"), from beneficial owners thereof (each, a "Holder" and collectively, the "Holders"), at the price set forth below, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 2, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase") (the "Offer"). As of July 1, 2019, the aggregate principal amount of Notes outstanding was Ps.1,250,000,000,000. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
Global Bondholder Services Corporation is acting as the tender agent (in such capacity, the "Tender Agent") and as the information agent (in such capacity, the "Information Agent") for the Offer. HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. are acting as Dealer Managers for the Offer (the "Dealer Managers").
EPM's obligation to purchase Notes in the Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Financing Condition. The Offer is not conditioned upon the tender of any minimum principal amount of Notes. The consideration for each Ps.1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offer shall be the tender offer consideration as set forth in the table below (the "Consideration"). The Consideration will be payable in U.S. dollars and converted at the representative market rate for the purchase of U.S. dollars with Colombian pesos as calculated and published by the Superintendence of Finance of Colombia (Superintendencia Financiera de Colombia) at the end of the Business Day prior to the Expiration Date. In addition, Holders who validly tender and do not validly withdraw their Notes in the Offer will also be paid accrued and unpaid interest from, and including, the last interest payment date up to, but not including, the Settlement Date (as defined below) ("Accrued Interest"). In the event of a termination of the Offer with respect to the Notes, neither the Consideration nor any Accrued Interest will be paid or become payable to Holders and all Notes tendered pursuant to the Offer will be promptly returned to the tendering Holders.
Title of Security
CUSIP / ISIN Nos.
Aggregate Principal
Consideration(1)
Amount Outstanding
---
8.375% Notes due 2021
CUSIP: 29246BAB4
Ps.1,250,000,000,000
Ps.1,040
(144A) / P9379RAB3
(REG S)
ISIN: US29246BAB45
(144A) / USP9379RAB35
(REG S)
_____________________________
((1) )The amount to be paid for each Ps.1,000 principal amount of Notes validly tendered and accepted for purchase, excluding Accrued Interest.
Subject to the terms and conditions of the Offer, EPM expects to accept for purchase and pay for, promptly following the Expiration Date, all of the Notes validly tendered pursuant to the Offer and not validly withdrawn. With respect to Notes accepted for purchase and delivered on or prior to the Expiration Date, if any, the Holders thereof will receive payment of the Consideration for such accepted Notes promptly following the Expiration Date, with the date on which EPM deposits with the clearing systems the aggregate Consideration for such Notes, together with an amount equal to Accrued Interest thereon, being referred to as the "Settlement Date." With respect to accepted Notes delivered pursuant to the Guaranteed Delivery Procedures described in the Offer to Purchase, the Holders thereof will receive payment of the Consideration for such Notes on the third business day after the Guaranteed Delivery Date, together with an amount equal to the Accrued Interest to but not including the Settlement Date, such date being referred to as the "Guaranteed Delivery Settlement Date". For the avoidance of doubt, Accrued Interest on the Notes tendered pursuant to the Guaranteed Delivery Procedures will cease to accrue on the Settlement Date. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Tender and Information Agent or the clearing systems.
Holders should take note of the following dates in connection with the Offer:
Date
Calendar Date
Event
---
Launch Date.....................
July 2, 2019
Commencement of the Offer. The
Company simultaneously announces the
Offer via a press release and distributes
the Offer to Purchase through Euroclear
Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear") and
Clearstream Banking, société anonyme,
Luxembourg ("Clearstream"), as the case
may be, and through an international
news service.
Withdrawal Date..............
8:00 a.m., New York City time, on July
The last day and time to validly withdraw
11, 2019, unless extended by the tendered Notes pursuant to the Offer, unless the
Company in its sole discretion. Offer has been extended, or if
the Offer has been amended in a manner
materially adverse to you as a tendering
Holder, or if the Offer has not been
consummated within 60 Business Days
after commencement. A valid
withdrawal of Notes on or prior to
the Withdrawal Date will result in the Holder
not being eligible to receive the
Consideration.
Expiration Date................
8:00 a.m., New York City time, on July
The last day and time for Holders to (i)
11, 2019, unless extended by the cause their Notes to be held in book-entry
Company in its sole discretion. form through the facilities of Euroclear or
Clearstream, if not already held through
such facilities, (ii) tender Notes pursuant
to the Offer in order to be eligible to
receive the Consideration and any
Accrued Interest or (iii) deliver a
properly completed and duly executed
Notice of Guaranteed Delivery and other
required documents pursuant to the
Guaranteed Delivery Procedures.
Guaranteed Delivery
Date.................................... 5:00 p.m., New York City time, on the The last day and time for Holders to
second Business Day following the deliver Notes tendered pursuant to the
Expiration Date. The Company expects Guaranteed Delivery Procedures.
the Guaranteed Delivery Date to be on
July 15, 2019, unless the Expiration Date
is extended by the Company in its sole
discretion.
Settlement Date................
Promptly after the acceptance by the
The date on which payment of the
Company for purchase of the Notes Consideration and any Accrued Interest
validly tendered (including causing such will occur for all Notes validly tendered
Notes to be held in book-entry form (including causing such Notes to be held
through the facilities of Euroclear or in book-entry form through the facilities
Clearstream, if not already held through of Euroclear or Clearstream, if not
such facilities) on or prior to the already held through such facilities) on or
Expiration Date, upon satisfaction (or prior to the Expiration Date and accepted
waiver by the Company) of each and all for purchase by the Company pursuant to
of the conditions set forth in the Offer to the Offer, other than Notes tendered
Purchase. pursuant to the Guaranteed Delivery
Procedures.
Settlement will occur through Euroclear
The Company expects the Settlement and Clearstream. The Company will
Date to be on July 18, 2019, the fifth cancel tendered Notes on the Settlement
Business Day following the Expiration Date.
Date, unless the Expiration Date is
extended by the Company in its sole
discretion.
Guaranteed Delivery Settlement
Date................
Promptly after the Guaranteed Delivery The date on which payment
Date. The Company expects the of the Consideration and any Accrued Interest
Guaranteed Delivery Settlement Date to will occur for all Notes validly tendered
be on July 18, 2019, the third Business (including causing such Notes to be held
Day following the Guaranteed Delivery in book-entry form through the facilities
Date, unless the Guaranteed Delivery of Euroclear or Clearstream, if not
Date is extended by the Company in its already held through such facilities) prior
sole discretion. to the Expiration Date using the
Guaranteed Delivery Procedures, and
accepted for purchase by the Company
pursuant to the Offer.
Settlement will occur through Euroclear
and Clearstream. The Company will
cancel tendered Notes on the Guaranteed
Delivery Settlement Date.
For the avoidance of doubt, Accrued
Interest on the Notes tendered pursuant to
the Guaranteed Delivery Procedures (as
defined herein) will cease to accrue on the Settlement Date.
All of the Notes shall represent beneficial interests held in book-entry form through the facilities of Euroclear or Clearstream to be tendered in the Offer. All record holders whose Notes are not already held through the facilities of Euroclear or Clearstream shall cause their Notes to be held in book-entry form through the facilities of Euroclear or Clearstream prior to the Expiration Date to be able to participate in the Offer. Such record holders are advised to check with any bank, securities broker or other intermediary (each, a "Nominee") through which they hold Notes in the facilities of the Depository Trust Company ("DTC") as to when such intermediary and DTC would need to receive instructions from a record holder in order for that record owner to be able to cause its Notes to be held in book-entry form through the facilities of Euroclear or Clearstream prior to the Expiration Date and be to participate in, or withdraw its instruction to participate in, an Offer before the deadlines specified in the Offer to Purchase.
You are advised further to check with the Nominee through which you hold your Notes as to the deadlines by which such Nominee would require receipt of instructions from you to participate in the Offer in accordance with the terms and conditions of the Offer as described in the Offer to Purchase in order to meet the deadlines set out above. The deadlines set by Euroclear, Clearstream or any such intermediary for the submission of tenders of Notes may be earlier than the relevant deadlines specified in the Offer to Purchase. You may only submit tenders through Euroclear or Clearstream. You will NOT be able to submit tenders through DTC.
Notes may be tendered and accepted for purchase only in principal amounts equal to minimum denominations of Ps. 20 million and integral multiples of Ps.2 million in excess thereof. No alternative, conditional or contingent tenders will be accepted. All references in the Offer to Purchase to (i) "Ps." are to Colombian pesos and (ii) "U.S.$" are to U.S. dollars.
If the conditions to the Offer are not satisfied or if the company chooses to delay, extend, terminate or modify the terms of the Offer, it will notify the Tender and Information Agent in writing and make a public announcement as promptly as practicable. In the case of a termination, all Notes tendered pursuant to the terminated Offer and not accepted for purchase will be returned promptly to the tendering Holders.
The minimum period during which the Offer will remain open following material changes in the terms of the Offer or in the information concerning the Offer will depend upon the facts and circumstances of such change, including the materiality of the changes. If any of the terms of the Offer are amended in a manner determined by the Company to constitute a material change adversely affecting any Holder, the Company will (i) promptly disclose any such amendment in a manner reasonably calculated to inform Holders of such amendment, (ii) extend the Offer for a period that the Company deems appropriate, subject to applicable law, depending upon the significance of the amendment and the manner of disclosure to Holders, if the Offer would otherwise expire during such period, and (iii) extend withdrawal rights for a period that the Company deems appropriate to allow tendering Holders a reasonable opportunity to respond to such amendment.
Without limiting the manner in which any public announcement may be made in relation to the Offer, EPM shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release through a widely disseminated news or wire service disclosing the basic terms of the Offer and otherwise consistent with the no-action letter of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the "SEC"), relating to abbreviated tender or exchange offers for non-convertible debt securities.
Any Notes that are tendered may be withdrawn at any time prior to the Expiration Date (such time and date, as it may be extended, the "Withdrawal Date").
THE OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER.
NEITHER THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENTS RELATING TO THE OFFER HAVE BEEN FILED WITH OR REVIEWED BY ANY FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF OTHER DOCUMENT RELATING TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
In the event that the Offer with respect to the Notes is withdrawn or otherwise not completed, the Consideration will not be paid or become payable to Holders who have validly tendered their Notes in connection with the Offer. In any such event, Notes previously tendered pursuant to the Offer will be promptly returned to the tendering Holder.
Subject to applicable laws and the terms set forth in the Offer, EPM reserves the right, with respect to the Notes, (i) to waive or modify in whole or in part any and all conditions to the Offer, (ii) to extend the Expiration Date, (iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer in any respect.
NONE OF EPM, ITS BOARD OF DIRECTORS, THE INDENTURE TRUSTEE, THE INFORMATION AGENT, THE TENDER AGENT, ANY DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER, OR REFRAIN FROM TENDERING AS TO ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THEIR NOTES PURSUANT TO THE OFFER, NOR SHOULD THE OFFER TO PURCHASE BE CONSTRUED AS INVESTMENT, ACCOUNTING, LEGAL OR TAX ADVICE BY SUCH PARTIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS OR EMPLOYEES. HOLDERS MUST MAKE THEIR OWN DECISIONS AND SHOULD CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS AND OTHER ADVISORS WITH REGARD TO TENDERING NOTES.
The Offer to Purchase does not constitute an offer to purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws. If EPM becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable laws, EPM will make a good faith effort to comply with any such laws. If, after such good faith effort, EPM cannot comply with any such laws, the Offer will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction. Neither the delivery of the Offer to Purchase nor any purchase hereunder shall under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in EPM's affairs since the date hereof. The Dealer Managers may be tendering Notes in connection with the Offer.
The Offer to Purchase does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Notes). Any offering of securities will only be made by an offering document and any such offering may not be registered with the SEC.
The Tender Agent and Information Agent for the Offer is:
Global Bondholder Services Corporation
Attn: Corporate Actions
65 Broadway - Suite 404
New York, New York 10006
United States
Banks and Brokers call: +1 (212) 430-3774
All others call toll free (U.S. only): +1 (866)
924-2200
Email: contact@gbsc-usa.com
By Facsimile: (For Eligible Institutions only): +1
(212) 430-3775/3779
Confirmation: +1 (212) 430-3774
By
Mail: By Overnight Courier:
By Hand:
65
Broadway
-
Suite
404 65 Broadway - Suite 404 65 Broadway - Suite 404
New
York,
NY
10006 New York, NY 10006 New York, NY 10006
Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Information Agent at one of its telephone numbers above. A Holder may also contact the Dealer Managers at their telephone numbers set forth below or its broker, dealer, custodian bank, commercial bank, depository, trust company or other nominee for assistance concerning the Offer.
The Dealer Managers for the Offer are:
HSBC Securities
(USA) Inc. J.P. Morgan Securities LLC Scotia Capital (USA) Inc.
452 Fifth Avenue 383 Madison Avenue 250 Vesey Street
New York, NY
10018 New York, NY 10179 New York, NY 10281
Attention: Attention: Latin America Attention: Debt Capital
Liability Debt Capital Markets Markets
Management
Group Toll Free: (866) 846-2874 Toll Free: +1 (800)
372-3930
Toll Free: +1 Collect: (212) 834-7279 Collect: +1 (212)
866-HSBC-4LM 225-5559
Collect: + 1 For Notices: (212) 834-6326
212-525-5552 (fax)
In Europe: + 011
44 (0) 20 7992
6237
The Offer to Purchase shall be available online at https://www.gbsc-usa.com/EPM/ until the consummation or termination of the Offer.
This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the final terms of any such transactions. EPM assumes no obligation to update or correct the information contained in this press release.
View original content:http://www.prnewswire.com/news-releases/epm-announces-the-commencement-of-a-tender-offer-for-any-and-all-of-its-outstanding-ps-denominated-8-375-notes-due-2021--300879511.html
SOURCE Empresas Públicas de Medellín E.S.P.
