(CUSIP/ISIN No. 20445P AH8/ US20445PAH82 (144A)
and P3063X AJ7/ USP3063XAJ74 (Reg. S))
BUENOS
AIRES, Argentina , Dec. 17,
2024 /PRNewswire/ -- CLISA – Compañía Latinoamericana
de Infraestructura & Servicios S.A. ("Clisa") —
Clisa announces today the results of its previously announced
consent solicitation, according to which it solicited consents (the
"Consents") from the holders (the "Noteholders") of
its outstanding Step-Up Senior Secured Notes due 2027 (CUSIP/ISIN
No. 20445P AH8 / US20445PAH82 (144A) and P3063X AJ7 / USP3063XAJ74
(Reg. S)) (the "Notes") to certain amendments (the
"Proposed Amendments"), including, among others, reducing
the aggregate principal amount to U.S.$270,000,000, extending the maturity date to
December 10, 2031, for an aggregate
principal amount of U.S.$200,000,000,
and to December 10, 2034, for the
remaining aggregate principal amount of U.S.$70,000,000, modifying the applicable interest
rate and scheduled interest payments, adding new collateral,
strengthening certain covenants and adding others, including a
covenant to issue the Clisa-Only Redeemable Notes (as defined in
the Consent Solicitation Statement), granting a waiver of past
defaults and modifying other material terms of the Notes as set
forth in the consent solicitation statement dated as of
November 19, 2024 (the "Consent
Solicitation Statement"), by amending the indenture dated as of
August 17, 2021, among Clisa, the
subsidiary guarantors party thereto (the "Note Guarantors"),
The Bank of New York Mellon, as trustee, registrar, paying agent
and transfer agent (the "Trustee") and TMF Trust Company
(Argentina) S.A., as registrar,
paying agent, transfer agent, trustee representative in
Argentina and collateral agent
(the "Collateral Agent") (as amended and supplemented from
time to time, the "Indenture") governing the Notes (the
"Consent Solicitation").
The terms and conditions of the Consent Solicitation, as well as
the Proposed Amendments, were described in the Consent Solicitation
Statement. Clisa hereby confirms that it has waived the requirement
of the Consent Solicitation Statement that Noteholders have to
submit Instruction Letters in order for their Consent to be validly
submitted as per the terms of the Consent Solicitation
Statement.
The Consent Solicitation expired at 5:00
p.m. New York City time
(7:00 p.m., Buenos Aires City time) on December 17, 2024 (the "Expiration Date").
Clisa has been advised that, as of the Expiration Date,
Noteholders of U.S.$ 336,576,550 in
aggregate principal amount of the Notes, or approximately 94% of
the outstanding aggregate principal amount of the Notes, have
validly delivered and not revoked their Consents under the Consent
Solicitation.
Pursuant to the Indenture, the Proposed Amendments require the
prior Consent of Noteholders representing not less than 75% of the
aggregate principal amount of the outstanding Notes (such Consents,
the "Requisite Consents"). Accordingly, Clisa has received
the Requisite Consents and will effect the Proposed Amendments
under the Indenture.
Eligible Noteholders (as defined below) whose Consents were
validly delivered and received on or prior to the Expiration Date
and not validly revoked prior to the Expiration Date, are entitled
to receive an aggregate consent consideration of U.S.$25,000,000 (the "Consent Consideration"),
to be divided pro rata among them on the Consent Closing Date (as
described in the Consent Solicitation Statement). The Consent
Closing Date is currently expected to be December 19, 2024. Non-consenting Noteholders
will not receive the Consent Consideration.
Information Relating to the Solicitations
BCP Securities, Inc. and Santander US Capital Markets LLC acted
as the Solicitation Agents with respect to the Solicitations (as
defined in the Consent Solicitation Statement) outside Argentina, and Banco CMF S.A acted as the
Solicitation Agent with respect to the Solicitations in
Argentina. Outside Argentina, Noteholders with questions may
contact BCP Securities, Inc. (James
Harper, +1 (203) 629-2186, jharper@bcpsecurities.com) or
Santander US Capital Markets LLC (Attn: Liability Management Team,
+1 (212) 350-0660 Email: AmericasLM@santander.us). In Argentina, Noteholders with questions may
contact Banco CMF S.A. at (Attn: Mercado de Capitales, +54 11
4318-6800, mercadodecapitales@bancocmf.com.ar).
Sodali & Co was appointed as Information and Tabulation
Agent. All questions to the Information and Tabulation Agent should
be directed via email: clisa@investor.sodali.com or telephone: at
+1 203 658 9457 (Stamford), +44
4513 6933 (London) or in writing
at 333 Ludlow Street, South Tower, 5th Floor,
06902, Stamford, USA, Attention: Debt Services team.
Copies of the Consent Solicitation Statement may be found for
consultation through CNV's web site (in Spanish language),
https://www.argentina.gob.ar/cnv under the item: "Companies
(Empresas)" or at https://projects.sodali.com/clisa, operated
by the Information and Tabulation Agent for the purpose of the
Consent Solicitation (access to the website is subject to
eligibility and registration).
Neither the Consent Solicitation Statement nor any related
document has been filed with the U.S. Securities and Exchange
Commission (the "SEC") or the CNV, nor has any such document
been filed with or reviewed by any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of the Consent Solicitation
Statement or any related document, and it is unlawful and may be a
criminal offense 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
Solicitations were made solely pursuant to the Consent
Solicitation Statement. The Solicitations were not made to, nor has
Clisa accepted deliveries of Consents from, Noteholders in any
jurisdiction in which the Solicitations or the acceptance thereof
would not be in compliance with the securities or blue sky or other
laws of such jurisdiction. Under no circumstances should any
Noteholder deliver or tender any Notes.
THE SOLICITATIONS, THE NOTES, THE NOTES AS IF AMENDED BY THE
PROPOSED AMENDMENTS, AND THE CLISA-ONLY REDEEMABLE NOTES, IF
ISSUED, 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 EXCEPT, WITH
RESPECT TO THE NOTES AND THE CLISA-ONLY REDEEMABLE NOTES, IF
ISSUED, THE LAWS OF THE REPUBLIC OF ARGENTINA.
None of the Solicitation Agents, the Argentine Solicitation
Agent, the Information and Tabulation Agent, the Trustee, the
Trustee Representative, the Collateral Agent, Clisa or the Note
Guarantors made any recommendation as to whether a Noteholder
should have delivered a Consent to the Proposed Amendments or
powers and instructions under the APE Solicitation (as defined in
the Consent Solicitation Statement).
Through the Consent Solicitation Statement, the Consent
Solicitation and APE Solicitation were solicited only from, and the
Clisa-Only Redeemable Notes shall only be issued to, (a)
Noteholders who are "qualified institutional buyers" as defined in
Rule 144A under the Securities Act or (b) Noteholders outside
the United States who are persons
other than U.S. Persons (as defined in Regulation S under the
Securities Act) and who are also non-U.S. qualified offerees (the
"Eligible Noteholders").
About Clisa
We are a leading Argentine infrastructure manager and developer
with over 115 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 the Other Activities segment. We provide services to both the
public and private sectors with a majority of our projects
concentrated in the public sector.
Forward-Looking Statements
This press release contains certain "forward-looking" statements
within the meaning of Section 27A of the Securities Act 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, Clisa's
current beliefs, expectations and projections about future events
and financial trends affecting Clisa's business. Any of such
forward-looking statements are not guarantees of future performance
and may involve risks and uncertainties, and actual results may
differ from those set forth in the forward-looking statements as a
result of various factors (including, without limitations, whether
the administration in Argentina
will maintain or change governmental policies, the extent to which
the new administration in Argentina is able to implement the policies it
promised to implement during the election campaign, the general
economic, political, legal, social, business or other conditions,
both in Argentina and abroad,
changes in capital markets in general that may affect policies or
attitudes toward lending to or investing in Argentina or Argentine companies, fluctuations
and declines in the value of Argentina's public debt and interest rate
fluctuations, inflation, fluctuations in import tariffs and changes
in the exchange rate of the peso in relation to the U.S.
dollar, among other macroeconomic indicators), many of which are
beyond the control of Clisa. The occurrence of any such factors not
currently expected by Clisa would significantly alter the results
set forth in these statements. Clisa disclaims a duty to update any
of the forward-looking statements.
Contact:
CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA &
SERVICIOS S.A.
Leandro N. Alem 1050 – 9th Floor
C1001AAS
City of Buenos Aires,
Argentina
Tel.: +54 11 6091 7382
E-mail address: inversores@clisa.com.ar
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SOURCE CLISA - Compañía Latinoamericana de Infraestructura &
Servicios S.A.