BUENOS AIRES, Argentina, May 9, 2025 — CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A. (“Clisa“) — Clisa announces today the issuance and allocation of U.S.$70,000,000 aggregate principal amount of U.S.$70 million Redeemable Notes due 2034 (CUSIP/ISIN No. 20445P AJ4/ US20445PAJ49 (144A) and P3063X AK4/ USP3063XAK48 (Reg. S)) (the “U.S.$70 million Redeemable Notes“) to holders of Clisa’s step-up senior secured notes due 2034 (CUSIP/ISIN No. 20445P AH8/ US20445PAH82 (144A) and P3063X AJ7/ USP3063XAJ74 (Reg. S)) (the “Step-Up Notes“) as of the Record Date (as defined below) The issue date is currently expected to be on May 14, 2025, unless modified by Clisa in its sole discretion.
Clisa will issue the U.S.$70 million Redeemable Notes in compliance with its obligations under the consent solicitation that closed on December 19, 2024, whereby certain relevant terms and conditions of the Step-Up Notes were amended, including, among others, reducing the aggregate principal amount of the Step-Up Notes to U.S.$270 million, extending the maturity date to December 10, 2031, for an aggregate principal amount of U.S.$200 million, and to December 10, 2034, for the remaining aggregate principal amount of U.S.$70 million.
The U.S.$70 million Redeemable Notes will be privately placed and allocated on a pro rata basis to each holder of record of the Step-Up Notes based on the aggregate unpaid principal amount of the outstanding Step-Up Notes held by each such holder as of the business day immediately prior to the issue date of the U.S.$70 million Redeemable Notes, which is currently expected to be on May 13, 2025, unless the issue date is modified by Clisa in its sole discretion (the “Record Date“). Therefore, (i) Clisa will not receive any cash proceeds from the issuance of the U.S.$70 million Redeemable Notes, and (ii) holders of the Step-Up Notes do not need to perform any action to receive the U.S.$70 million Redeemable Notes they are entitled to.
Concurrently with the issuance and delivery of the U.S.$70 million Redeemable Notes, the trustee of the Step-Up Notes will, (a) reduce the aggregate principal amount of Step-Up Notes outstanding in an amount of U.S.$70 million, by decreasing the interest of each holder of Step-Up Notes in the Step-Up Notes pro rata to their respective holdings in the Step-Up Notes as of the Record Date and (b) cancel such U.S.$70 million of principal amount of Step-Up Notes due December 10, 2034 in all respects. As result, once the U.S.$70 million Redeemable Notes are issued, the Step-Up Notes will have an outstanding principal amount of U.S.$200million and will mature entirely on December 10, 2031. The new amortization factor to be applied to the face value of the Step-Up Notes to reflect the aggregate principal amount of Step-Up Notes outstanding after the reduction of the U.S.$70 million will be 0.55858072636.
The U.S.$70 million Redeemable Notes are not guaranteed and will mature on December 10, 2034, unless earlier redeemed. As provided for under the Consent Solicitation Statement and the Offering Memorandum (each as defined below), Clisa may, at its discretion, redeem the U.S.$70 million Redeemable Notes in whole but not in part, at the following redemption prices expressed as percentages of the sum of the outstanding principal amount plus accrued and unpaid interest thereon: (i) from the issue date to June 10, 2027, 32.35%, (ii) from, but excluding, June 19, 2027 to, and including, December 19, 2027, 42.35%, (iii) from, but excluding, December 19, 2027 to, and including, December 19, 2029, 52.35%, (iv) from, but excluding, December 19, 2029 to, and including, December 19, 2031, 72.35%, and (v) from, but excluding, December 19, 2031 to, and including, December 10, 2034, 102.35%. Following the issuance of the U.S.$70 million Redeemable Notes, the special partial redemption option Clisa has now under the Step-Up Notes which allowed Clisa to redeem U.S.$70 million of principal due December 2034 will be extinguished.
The U.S.$70 million Redeemable Notes will be issued pursuant to an indenture among CLISA, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “U.S.$70 million Redeemable Notes Trustee“) and TMF Trust Company (Argentina) S.A. as registrar, paying agent and transfer agent and Argentine representative of the U.S.$70 million Redeemable Notes Trustee and Clisa share trustee (the “U.S.$70 million Redeemable Notes Indenture“).
Interest on the U.S.$70 million Redeemable Notes will accrue from and including December 10, 2024 at a rate of 7.00% per year, and will be payable on June 10 and December 10 of each year, commencing on June 10, 2025. Interest on the U.S.$70 million Redeemable Notes will be payable entirely in kind, provided the Company has no excess cash (as defined in the Offering Memorandum).
The terms and conditions of the U.S.$70 million Redeemable Notes were described in (i) a consent solicitation statement (the “Consent Solicitation Statement“) and an Argentine consent solicitation in Spanish (the “Argentine Consent Solicitation Statement“) both dated as of November 19, 2024 and in (ii) an offering memorandum (the “Offering Memorandum“) and an Argentine prospectus (the “Argentine Prospectus“) both dated as of May 8, 2025. Copies of the Argentine Consent Solicitation Statement and the Argentine Prospectus may be found for consultation through the website of the Argentine national securities commission (Comision Nacional de Valores or “CNV“) (in Spanish language), https://www.argentina.gob.ar/cnv under the item: “Companies (Empresas).”
This press release is not an offer to purchase or a solicitation of an offer to purchase securities.
THE U.S.$70 MILLION REDEEMABLE NOTES AND THE STEP-UP NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OR ANY OTHER JURISDICTION, OTHER THAN ARGENTINA, WHERE THE ISSUANCE OF THE U.S.$70 MILLION REDEEMABLE NOTES HAS RECEIVED THE AUTHORIZATION FOR ITS PUBLIC OFFERING FROM THE CNV.
Holders of the Step-Up Notes and the U.S.$70 million Redeemable Notes must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection with the private placement and allocation of the U.S.$70 million Redeemable Notes and any subsequent transfer thereof and (ii) obtain any consent, approval or permission required to be obtained by them for the private placement and allocation, offer and/or sale of the U.S.$70 million Redeemable Notes under the laws and regulations applicable to them. Neither we nor any of our affiliates shall have any responsibility therefor.
None of Clisa, any of its affiliates, The Bank of New York Mellon, or TMF Trust Company (Argentina) S.A makes any recommendation as to whether eligible holders of Step-Up Notes should continue to hold the Step-Up Notes and, therefore, be allocated a pro rata portion of the U.S.$70 million Redeemable Notes as set forth in the indenture governing the Step-Up Notes.
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 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: [email protected]
SOURCE CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A.
