CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A. (“CLISA”) Announces Final Exchange Results for any and all of the Outstanding U.S.$302,261,086 9.5% Senior Secured Notes due 2023 and any and all of the Outstanding U.S.$29,960,000 9.5% Senior Unsecured Notes due 2023 Issued by CLISA and Guaranteed by Cliba Ingeniería Urbana S.A. and Benito Roggio e Hijos S.A. and Related Consent Solicitation

BUENOS AIRES, Argentina, Aug. 12, 2021 /PRNewswire/ — CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A. — CLISA (“CLISA” or the “Issuer”) today announced the final results in connection with the previously announced offer to exchange (the “Exchange Offer”) for (i) any and all of the outstanding U.S.$302,261,086 9.5% Senior Secured Notes due 2023 (the “Old Secured Notes”) and (ii) any and all of the outstanding U.S.$29,960,000 9.5% Senior Unsecured Notes due 2023 (the “Old Unsecured Notes” and, together with the Old Secured Notes, the “Old Notes”), issued by CLISA and guaranteed by Cliba Ingeniería Urbana S.A. and Benito Roggio e Hijos S.A. (together, the “Guarantors”), for Step-Up Senior Secured Notes due 2027 (the “New Notes”) to be issued by CLISA and guaranteed by the Guarantors.

In conjunction with the Exchange Offer, CLISA commenced a consent solicitation (the “Consent Solicitation”) according to which it solicited consents (the “Consents”) from holders of Old Notes (the “Holders”) to certain proposed amendments (the “Proposed Amendments”) to the terms and conditions of the indentures (the “Old Notes Indentures”) under which the Old Notes were issued and certain powers and instructions.

The terms and conditions of the Exchange Offer, the related Consent Solicitation, as well as the Proposed Amendments, were described in the exchange offer memorandum and consent solicitation statement, dated July 15, 2021, as supplemented by (i) a First Supplemental Exchange Offer and Consent Solicitation Memorandum dated August 6, 2021 and (ii) a Second Supplemental Exchange Offer and Consent Solicitation Memorandum dated August 10, 2021 (together, the “Exchange Offer Memorandum”).

The Issuer has been advised that, as of the Expiration Date, U.S.$322,113,336 in aggregate principal amount of the Old Notes, or approximately 97.0% of the outstanding Old Notes, had been tendered pursuant to the Exchange Offer with the corresponding Consents to the Proposed Amendments. In addition, the Issuer has been advised that (i) U.S.$298,351,336 in aggregate principal amount of the Old Secured Notes, or approximately 98.7% of the outstanding Old Secured Notes, and (ii) U.S.$23,762,000 in aggregate principal amount of the Old Unsecured Notes, or approximately 79.3% of the outstanding Old Unsecured Notes, had been tendered pursuant to the Exchange Offer with the corresponding Consents to the Proposed Amendments.

Accordingly, the Issuer has received the requisite consents to effect the Proposed Amendments under the Indenture governing the Old Secured Notes, including the release of the Collateral and the Guarantees of the Guarantors.  In addition, the Issuer has received the requisite consents to effect the Proposed Amendments under the Indenture governing the Old Unsecured Notes, including the release of the Guarantors, and such Proposed Amendments, are expected to be approved at a meeting of Holders of Unsecured Notes to be held at 7:30 hours (City of Buenos Aires time) on August 17, 2021 at CLISA’s offices at Av. Leandro N. Alem 1050, 9th floor, City of Buenos Aires.

As a result of the level of participation in the Exchange Offer, the Issuer will not be required to enter into an Acuerdo Preventivo Extrajudicial (APE) pursuant to Argentine laws, as described in the Exchange Offer Memorandum.

The Issuer hereby waives the requirement of the Exchange Offer Memorandum that Holders of Old Notes have to submit Instruction Letters.

Holders whose Old Notes and Consents were validly tendered prior to the Expiration Date, and which were not validly withdrawn or revoked and were accepted by the Issuer, are entitled to receive the Early Participation Consideration and the Exchange Price on the Exchange Date. The Exchange Date is currently expected to be August 17, 2021.

Information Relating to the Exchange Offer

BCP Securities, LLC is acting as the Dealer Manager and Solicitation Agent with respect to the Exchange Offer and the Consent Solicitation and APE Solicitation outside Argentina, and Banco CMF S.A. is acting as the Argentine Dealer Manager and Solicitation Agent in Argentina.  Investors with questions may contact BCP Securities, LLC at +1 (203) 629-2186 and Banco CMF S.A. at +54 11 4318-6800.

D.F. King was appointed as Information, Exchange and Tabulation Agent. All questions to the Information, Exchange and Tabulation Agent should be directed to email: [email protected] or telephone: +1 212 269 5550 (New York) and +1 866 745 0273 (toll free).

Copies of the Exchange Offer Memorandum may be found for consultation through the Argentine National Securities Commission (“CNV”) web site (in Spanish language), https://www.argentina.gob.ar/cnv under the item: “Companies (Empresas)” or at the Offer Website: www.dfking.com/clisa.

Neither the Exchange Offer Memorandum nor any related document has been filed with the U.S. Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, except that the CNV has authorized the Exchange Offer and the public offering of the New Notes in Argentina but has not issued an opinion about the Exchange Price or the Early Participation Consideration to be received pursuant the terms of the Exchange Offer and Consent Solicitation.  No authority has passed upon the accuracy or adequacy of the Exchange Offer Memorandum, the New Notes or any related document, and it is unlawful and may be a criminal offence 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 Exchange Offer and Consent Solicitation were made solely pursuant to the Exchange Offer Memorandum.  The Exchange Offer and Consent Solicitation were not made to, nor has the Issuer accepted tenders of Old Notes and deliveries of Consents from, Holders in any jurisdiction in which the Exchange Offer and the Consent Solicitation or the acceptance thereof were not in compliance with the securities or blue sky or other laws of such jurisdiction.

The New Notes 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, other than Argentina. The New Notes may not be offered within the United States or to, or for the account or benefit of, U.S. persons, except to Holders in compliance with Section 4(a)(2), Regulation S under the Securities Act or another available exemption from the registration requirements of the Securities Act.

None of the Dealer Manager, the Argentine Dealer Manager, the Information, Exchange and Tabulation Agent or CLISA or the Guarantors made any recommendation as to whether Holders should have tendered Old Notes and delivered the related Consents in the Exchange Offer and Consent Solicitation.

About the Issuer

CLISA is a leading Argentine infrastructure manager and developer with over 110 years of experience.  CLISA is currently organized along four principal business segments: (i) Construction, (ii) Waste Management, (iii) Transportation and (iv) Water Supply Services.  CLISA provides services to both the public and private sectors with a majority of its 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, the Issuer’s current beliefs, expectations and projections about future events and financial trends affecting the Issuer’s business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates, and operating and financial risks related to managing growth and integrating acquired businesses), many of which are beyond the control of the Issuer. The occurrence of any such factors not currently expected by the Issuer would significantly alter the results set forth in these statements.  The Issuer expressly 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 7325
Fax: +54 11 6091 7301
E-mail address: [email protected]

SOURCE CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A.

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