Automotores Gildemeister SpA Announces Extension of Early Tender Consideration and Specifies That Existing Senior Secured Notes are Reflected at Their Nominal Value in DTC
SANTIAGO, Chile, Oct. 15, 2019 /PRNewswire/ -- Automotores Gildemeister SpA announced today that is has agreed to extend the "Early Tender Consideration" to all holders that tender their Existing Notes prior to the Expiration Date, which remains 5:00 p.m. New York City time on October 29, 2019.
The Company also announced that it has issued a supplement (the "First Supplement") to amend the Offering and Solicitation Memorandum dated September 30, 2019 (the "Offering and Solicitation Memorandum") to reflect the extension of the Early Tender Consideration to all holders of Existing Notes that participate in the Offers and Solicitation. Holders of the Company's 7.50% Senior Secured Notes due 2021 (the "Existing Senior Secured Notes"), its 8.250% Senior Unsecured Notes due 2021 (the "2021 Notes"), and its 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") should contact Prime Clerk, the Exchange and Information Agent to obtain a copy of the First Supplement.
In addition, the Company announced that beneficial owners of Existing Senior Secured Notes contacting their brokers to participate in the Offers and Solicitation should be aware that participant positions in the Existing Senior Secured Notes are reflected in the Depositary Trust Company ("DTC") at their nominal value, which does not take into consideration the capitalization of interest paid in kind according to the Indenture dated as of February 24, 2016. Although participants acting on behalf of holders of Existing Senior Secured Notes will tender the nominal amount of Existing Senior Secured Notes in the Offers and Solicitation, a factor of 1.20090280 will be applied to the Existing Senior Secured Notes in the event that the Offers and Solicitation are consummated for purposes of determining the principal amount of New Secured Notes to be issued.
The Offers and Solicitation are being conducted upon the terms and subject to the conditions set forth in the Offering and Solicitation Memorandum. The Offers and Solicitation are only made, and copies of the offering documents will only be made available, to a holder of the Existing Senior Notes who has certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act or (3) an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act (each, an "Eligible Holder").
Beneficial owners of Existing Senior Notes should carefully read the Offering and Solicitation Memorandum dated September 30, 2019 as amended by the First Supplement regarding the relevant procedures and timing to tender their Existing Senior Notes. Documents relating to the Offers and Solicitation will only be distributed to holders of Existing Senior Notes who complete and return a letter of eligibility confirming that they are within the category of Eligible Holders for the Offers and Solicitation. Holders of Existing Senior Notes who wish to obtain a copy of the eligibility letter 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 Comisión 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
