BILLERICAY, Essex, United Kingdom, June 5, 2024
/PRNewswire/ -- Mercury Chile HoldCo LLC ("Mercury" or the
"Company") today announced the expiration and results of its
previously announced offer to purchase for cash (the "Tender
Offer") any and all of its outstanding 6.500% Senior Secured
Guaranteed Notes due 2027 (the "Notes"). The Tender Offer took
place upon the terms and conditions described in Mercury's Offer to
Purchase, dated May 30, 2024 (the
"Offer to Purchase") and related notice of guaranteed delivery (the
"Notice of Guaranteed Delivery" and, together with the Offer to
Purchase, the "Offer Documents"). Terms used in this announcement
and not otherwise defined have the meanings assigned to them in the
Offer to Purchase.
The Tender Offer expired at 5:00
p.m., New York City time,
on June 5, 2024 (the "Expiration
Date"). The settlement date with respect to the Tender Offer will
occur promptly following the Expiration and is expected to be on
June 10, 2024 (the "Settlement
Date").
According to information received from Global Bondholder
Services Corporation ("GBSC"), the Tender and Information Agent for
the Tender Offer, as of the Expiration Date, Mercury had received
valid tenders from Holders as outlined in the table below:
Title of
Notes
|
CUSIP and ISIN
Numbers
|
Aggregate
Principal
Amount
Outstanding(1)
|
Aggregate
Principal
Amount Tendered
|
Tender Offer
Consideration(2)
|
6.500% Senior
Secured Guaranteed
Notes due 2027
|
CUSIP: 58937CAA7 (144A)
/ U5900CAA8 (Reg S)
|
U.S.$318,278,000
|
U.S.$181,795,000
|
U.S.$980.00
|
ISIN: US58937CAA71
(144A) / USU5900CAA81 (Reg S)
|
____________________
|
(1)
|
Aggregate principal
amount outstanding as of May 30, 2024.
|
(2)
|
Dollars
per U.S.$1,000 principal amount of Notes. Does not include
Accrued Interest, which will also be payable as provided in the
Offer to Purchase.
|
Mercury did not receive any Notices of Guaranteed Delivery.
Subject to the satisfaction or waiver of certain conditions
described in the Offer to Purchase, Mercury will accept for
purchase all Notes validly tendered (and not validly withdrawn)
prior to the Expiration Date. As described in the Offer to
Purchase, Holders will, on the Settlement Date, receive the Tender
Offer Consideration set forth in the above table, plus accrued and
unpaid interest, if any, on such Notes from the last interest
payment date with respect to those Notes to, but not including, the
Settlement Date ("Accrued Interest"). The amount of such Accrued
Interest will be subject to withholding tax gross-up pursuant to
the same methodology specified in the indenture.
Citigroup Global Markets Inc. is the Dealer Manager in the
Tender Offer. GBSC has been retained to serve as the Tender and
Information Agent for the Tender Offer. Persons with questions
regarding the Tender Offer should contact Citigroup Global Markets
Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). The
Offer Documents may be obtained by calling GBSC at 855-654-2014
(toll free) or by visiting
https://www.gbsc-usa.com/mercurychile.
None of the Company, its board of directors, its officers, the
Dealer Manager, the depositary, the Tender and Information Agent or
the trustees with respect to the Notes, or any of their respective
affiliates, made any recommendation that Holders tender or refrain
from tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by any of them to make such a
recommendation.
Neither the U.S. Securities and Exchange Commission, any U.S.
state securities commission nor any regulatory authority of any
other country has approved or disapproved of the Tender Offer,
passed upon the merits or fairness of the Tender Offer or passed
upon the adequacy or accuracy of the disclosure in the Offer
Documents.
This press release is not an offer to purchase or a solicitation
of an offer to purchase with respect to any Notes or any other
securities. The Tender Offer was made solely pursuant to the terms
of the Offer Documents. The Tender Offer was not made to Holders in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
Forward-Looking Statements
This press release may contain 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 that are not based on
historical facts and are not assurances of future results. These
forward-looking statements are based on management's current
expectations and estimates about future events and financial
trends, which affect or may affect the Company's businesses and
results of operations. The words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect" and
similar words are intended to identify estimates and
forward-looking statements. These statements include but are not
limited to forward-looking statements about the Tender Offer.
Although the Company believes that these forward-looking statements
are based upon reasonable assumptions, these statements are subject
to several risks and uncertainties and are made in light of
information currently available to the Company. Estimates and
forward-looking statements involve risks and uncertainties and are
not guarantees of future performance. Any changes in such
assumptions or factors could cause actual results to differ
materially from current expectations and the Company's future
results may differ materially from those expressed in these
estimates and forward- looking statements.
All forward-looking statements are expressly qualified in their
entirety by this cautionary statement, and you should not place
reliance on any forward-looking statement contained in this press
release. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information or future events or for any other reason.
Investor Contact: Susan Harcourt 703-682-1204,
susan.harcourt@aes.com
Media Contact: Amy Ackerman
703-682-6399, amy.ackerman@aes.com
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SOURCE Mercury Chile Holdco LLC