EPM announces the expiration of its tender offer for any and all of its outstanding Ps.-denominated 8.375% Notes due 2021
MEDELLÍN, Colombia, July 11, 2019 /PRNewswire/ -- Empresas Públicas de Medellín E.S.P. ("EPM") announced today the expiration and results of its previously announced 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"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 2, 2019 (the "Offer to Purchase") (the "Offer"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
EPM hereby announces that as of July 11, 2019, at 8:00 a.m., New York City time (the "Expiration Date"), a total of Ps.1,119,178 million aggregate principal amount of Notes had been validly tendered and not validly withdrawn in the Offer, representing 89.53% of the aggregate principal amount of the Notes outstanding.
EPM will accept for purchase on July 18, 2019 (the "Settlement Date"), all Notes validly tendered (and not validly withdrawn or rejected) subject to the terms and conditions described in the Offer to Purchase. Holders whose tenders have been accepted will receive Ps.1,040 for each Ps.1,000 principal amount of Notes validly tendered (and not validly withdrawn or rejected) (the "Consideration"). The Consideration will be payable in U.S. dollars and converted at Ps.3,212.91 per U.S.$1.00, 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 July 10, 2019, the Business Day prior to the Expiration Date. In addition, Holders who validly tendered and did 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 ("Accrued Interest").
Following consummation of the Offer, Ps.130,822 million aggregate principal amount of the Notes are expected to remain outstanding.
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").
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.
Neither the Offer to Purchase nor this press release constitutes 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.This press release does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities. 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.
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SOURCE Empresas Públicas de Medellín E.S.P.
