BUENOS AIRES, Argentina, Aug. 7, 2023 —
Capex S.A.
Offer to Exchange Any and All of its Outstanding
6.875% Notes due 2024
(CUSIP Nos.: 139612AE5 and P20058AC0 ISIN Nos. US139612AE59 and USP20058AC08)
On July 24, 2023 Capex S.A. (“Capex” or the “Company“) announced the commencement of its offer to exchange (the “Exchange Offer“) any and all of its outstanding 6.875% Notes due 2024 (the “Old Notes”) for newly issued 9.250% Notes due 2028 (the “New Notes“) and cash, as applicable, upon the terms and subject to the conditions set forth in the exchange offer memorandum (the “Exchange Offer Memorandum“), dated July 24, 2023 and the related eligibility letter (the “Eligibility Letter” and, together with the Exchange Offer Memorandum, the “Exchange Offer Documents”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Documents.
Morrow Sodali International LLC, acting as information and exchange agent for the Exchange Offer (the “Information and Exchange Agent“), advised Capex that as of August 4, 2023 at 5:00 p.m., New York City time (the “Original Early Participation Date“), (i) U.S.$11,195,000 in aggregate principal amount of Old Notes, representing approximately 4.69% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option A, and (ii) U.S.$178,310,000 in aggregate principal amount of Old Notes, representing approximately 74.65% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option B, totaling a participation of U.S.$189,505,000 in aggregate principal amount of Old Notes, representing approximately 79.34% of the aggregate principal amount of Old Notes outstanding.
Based on the aggregate principal amount of Old Notes tendered in the Exchange Offer as of the Original Early Participation Date and their election between Option A and Option B, Eligible Holders that tendered their Old Notes under Option A at or prior to the Original Early Participation Date would receive (assuming no additional participation in the Exchange Offer and the acceptance of such Old Notes for exchange) 100% of the Early A Exchange Consideration in cash.
Capex announces that it is extending the period to be eligible to receive the Early Exchange Consideration in respect of the Exchange Offer from the Original Early Participation Date to 11:59 p.m., New York City time, on August 18, 2023. The offer will expire on 11:59 p.m., New York City time, on August 18, 2023.
Capex also announces that the Withdrawal Date expired on August 4, 2023 at 5:00 p.m., New York City time. The Old Notes validly tendered pursuant to the Exchange Offer may no longer be withdrawn, and any Old Notes tendered on or after the date hereof and prior to the Expiration Date may not be withdrawn.
The other terms of the Exchange Offer (including the Withdrawal Date) remain unchanged. The terms and conditions of the Exchange Offer are described in the Exchange Offer Memorandum and in Capex’s Press Release dated July 24, 2023, as amended by this announcement. Capex’s obligations to accept any Old Notes validly tendered and not validly withdrawn and to pay the Exchange Consideration for them are set forth in the Exchange Offer Memorandum, as amended by this announcement. The Exchange Offer is made by, and pursuant to the terms of, the Exchange Offer Memorandum, and the information in this announcement is qualified by reference to the Exchange Offer Memorandum.
For illustrative purposes only, assuming a participation and acceptance of 100% of the principal amount of Old Notes in the Exchange Offer and that U.S.$60,536,000 aggregate principal amount of Old Notes (i.e., all tenders other than the U.S.$178,310,000 in aggregate principal amount of Old Notes already tendered under Option B, for which withdrawal rights have expired) are tendered and accepted under Option A before Expiration Date, the Early A Pro-Rata Cash Consideration would represent approximately 82.6% of the Early A Consideration.
The Exchange Consideration will be determined following the expiration of the Exchange Offer.
The Minimum Participation Condition and the Minimum Option B Participation Condition have been satisfied.
Unless the Exchange Offer is extended, the settlement date for the Exchange Offer is expected to be August 25, 2023, in line with the authorization received from the Argentine Central Bank related thereto (the “Settlement Date“).
Only holders who have electronically submitted a duly completed Eligibility Letter certifying that they are (1) “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (2) holders of Old Notes other than “U.S. persons” (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions, are authorized to receive the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, “Eligible Holders“).
Questions or requests for assistance related to the Exchange Offer or for additional copies of the Exchange Offer Documents may be directed to Morrow Sodali International LLC at the following email address: [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. The Exchange Offer Documents are available for Eligible Holders at the following web address: https://projects.morrowsodali.com/capex.
Citigroup Global Markets Inc. and Santander US Capital Markets LLC are acting as dealer managers (the “Dealer Managers“) for the Exchange Offer. Industrial and Commercial Bank of China (Argentina) S.A.U., Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A. and Banco CMF S.A. are acting as local placement agents.
Subject to applicable law, the Exchange Offer may be amended in any respect, extended or, upon failure of a condition to be satisfied or waived prior to the Expiration Date or Settlement Date, as the case may be, terminated, at any time and for any reason. The Minimum Option B Participation Condition (which has already been satisfied) may not be waived. Although the Company has no present plans or arrangements to do so, the Company reserves the right to amend, at any time, the terms of the Exchange Offer (including, without limitation, the conditions thereto, other than the Minimum Option B Participation Condition) in accordance with applicable law. The Company will give Eligible Holders notice of any amendments and will extend the Expiration Date if required by applicable law.
Eligible Holders of Old Notes are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in the Exchange Offer before the deadlines specified in the Exchange Offer Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.
To reimburse the time and cost of processing the tender of Old Notes in the Exchange Offer, Capex will pay a processing fee to brokers acting on behalf of certain Eligible Holders. This processing fee will be payable to brokers only with respect to individual tenders of up to U.S.$250,000 aggregate principal amount of Old Notes per each Eligible Holder and will be in an amount equal to 0.25% of the principal amount of such tendered Old Notes that are accepted for exchange. See “Description of the Exchange Offer—Processing Fee” in the Exchange Offer Memorandum for more information regarding eligibility requirements that the process brokers must follow to obtain the processing fee.
In Argentina, this processing fee will be payable in Argentine pesos at the Communication “A” 3500 exchange rate published by the BCRA on the Argentine business day prior to the Settlement Date.
Important Notice
This announcement is not an offer of securities for sale in the United States, and none of the New Notes has been or will be registered under the Securities Act or any state securities law. They may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. This press release does not constitute an offer of the New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum provided to eligible investors in the future in connection with any such securities before taking any such investment decision.
This announcement is directed only to holders of Old Notes who are (1) “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act, or (2) other than “U.S. persons” (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions, are authorized to receive the Exchange Offer Memorandum and to participate in the Exchange Offer. No offer of any kind is being made to any beneficial owner of Eligible Bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Exchange Offer Solicitation is not permitted by law.
The distribution of materials relating to the Exchange Offer may be restricted by law in certain jurisdictions. The Exchange Offer is void in all jurisdictions where it is prohibited. If materials relating to the Exchange Offer come into your possession, you are required by the Company to inform yourself of and to observe all of these restrictions. The materials relating to the Exchange Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Exchange Offer be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.
Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.
Notice to Investors in the European Economic Area and the United Kingdom
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”); and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to subscribe for the New Notes. Consequently, no key information document required by Regulation (EU) 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore otherwise offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes: (a) the expression retail investor means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and (b) the expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to subscribe for the New Notes. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
The Information and Exchange Agent for the Exchange Offer is:
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In Stamford: |
In London: |
Any question regarding the terms of the Exchange Offer should be directed to the Dealer Managers.
The Dealer Managers for the Exchange Offer are:
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Citigroup Global Markets Inc. 388 Greenwich Street, 4th Floor Attention: Liability Management Group US Toll-Free: (800) 558-3745 |
Santander US Capital Markets LLC 437 Madison Avenue, 7th Floor Attention: Liability Management Toll Free: +1 (855) 404-3636 |
The Exchange Offer Memorandum shall be available online at https://projects.morrowsodali.com/capex until the consummation or termination of the Exchange Offer.
SOURCE Capex S.A.
