Consorcio Transmantaro S.A. Announces Commencement of Tender Offer for its 4.375% Senior Unsecured Notes due 2023 and Consent Solicitation.

LIMA, Peru, March 22, 2022 /PRNewswire/ — Consorcio Transmantaro S.A., a stock corporation (sociedad anónima) organized under the laws of the Republic of Peru (the “Issuer“), is offering to purchase for cash from each registered holder (each, a “Holder” and, collectively, the “Holders“), upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 22, 2022 (as amended or supplemented from time to time, the “Statement“; capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement), any and all of the outstanding 4.375% Senior Unsecured Notes due 2023 (the “Notes“) issued on May 7, 2013 by the Issuer (the “Tender Offer“).  In conjunction with the Tender Offer, the Issuer is soliciting consents (the “Consents“) (the “Consent Solicitation“) to certain proposed amendments to the Indenture (as defined in the Statement) as further described in the Statement (the “Proposed Amendments“).

The table below summarizes certain payment terms of the Tender Offer and Consent Solicitation:

Description
of
Notes

CUSIP

ISIN

Common
Code

Original
Principal
Amount

Outstanding
Principal
Amount

Tender Offer
Consideration (1)

Early Tender
Payment (1)

Total Consideration (1)


4.375%
Senior Unsecured Notes due 2023

210314 AA8 /

P3083S AC9

US210314AA87 /

USP3083SAC90

092815714 / 092812839

U.S.$450,000,000

U.S.$450,000,000

U.S.$993.5

U.S.$30.0

U.S.$1,023.5

(1) Per U.S.$1,000 original principal amount of Notes validly tendered and accepted for purchase by the Issuer.  In addition, the Issuer will pay accrued and unpaid interest together with additional amounts thereon, if any, from the last interest payment under the Notes until the Early Settlement Date or the Final Settlement Date, as applicable.

The Tender Offer will expire at 11:59 p.m.  New York City time, on April 19, 2022, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the “Expiration Date“).  The early tender deadline for the Tender Offer will be 5:00 p.m., New York City time, on April 4, 2022 (such date and time, including as extended or earlier terminated, the “Early Tender Date“).  Holders of the Notes must validly tender their Notes and deliver their Consents at or before the Early Tender Date in order to be eligible to receive the Total Consideration, which includes the Early Tender Payment and the Tender Offer Consideration.  Holders who tender their Notes after the Early Tender Date will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Tender Offer Consideration.  Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on April 4, 2022 (such date and time, the “Withdrawal Deadline“), but not thereafter, except as required by applicable law.

Any Holder who tenders Notes in the Tender Offer will be deemed to automatically have provided a Consent to the Proposed Amendments, and Notes may not be tendered without also delivering Consents.  If the Requisite Consents (as defined below) are received, the Supplemental Indenture (as defined in the Statement ) is executed and the Proposed Amendments become operative upon payment of the consideration, the Proposed Amendments will be binding as to all the Notes, including those that are not tendered and accepted for purchase in the Tender Offer. Adoption of the Proposed Amendments may have adverse consequences for Holders who elect not to tender Notes in the Tender Offer.

The Tender Offer and the Consent Solicitation are conditioned upon, among other things, the settlement of a new offering (the “New Offering“) of senior notes (the “New Notes“) on terms satisfactory to the Issuer to be made on or before the Early Settlement Date (as defined in the Statement) (the “Financing Condition“) and the receipt by the Issuer of valid tenders (that are not withdrawn) from the Holders of at least a majority of the aggregate principal amount of the outstanding Notes (the “Requisite Consents” and, such condition, the “Participation Condition“).  No assurance can be given that the New Offering will be priced and settled on the terms currently envisioned or at all.  The New Offering is not conditioned upon the completion of the Tender Offer or the Consent Solicitation.

Tendering Holders who wish to tender their Notes and also subscribe for New Notes pursuant to the New Offering should quote an allocation identifier code (“Allocation Identifier Code“) which can be obtained by contacting BofA Securities, Inc. or J.P. Morgan Securities LLC (the “Dealer Managers and Solicitation Agents“), in their ATOP (as defined in the Statement) or electronic acceptance instruction.  An Allocation Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such Holder should obtain and quote an Allocation Identifier Code in its ATOP or electronic acceptance instruction.

The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Tender Offer is not an allocation of the New Notes.  In order to apply for the purchase of New Notes from the Issuer, such tendering Holders must make a separate application in respect of the New Notes for the purchase of such New Notes.  The Issuer will review tender instructions received on or prior to the Early Tender Date and may give priority in the allocation of New Notes to those investors tendering with Allocation Identifier Codes.  However, allocations of New Notes in the separate New Offering will be determined by the Issuer and the joint book-running managers in the separate New Offering in their sole discretion and no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes in the separate New Offering at the levels it may subscribe for, or at all.

The Information and Tender Agent for the Tender Offer and the Consent Solicitation is D.F. King & Co., Inc.  BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers and Solicitation Agents for the Tender Offer and the Consent Solicitation.

The Information and Tender Agent for the Tender Offer is:

D.F. King & Co., Inc.

By facsimile:
(For Eligible Institutions only):
(212) 709-3328

Confirmation:
(212) 232-3233

By Mail:

48 Wall Street, 22nd

Floor

New York, NY 10005

Attn: Michael Horthman

By Overnight Courier:

48 Wall Street, 22nd

Floor

New York, NY 10005

Attn: Michael Horthman

By Hand:

48 Wall Street, 22nd

Floor

New York, NY 10005

Attn: Michael Horthman





Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers and Solicitation Agents at their telephone numbers set forth below or such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.

The Dealer Managers for the Tender Offer and the Solicitation Agents for the Consent Solicitation are:

BofA Securities, Inc.

Attn: Liability Management
One Bryant Park, Floor 9
New York, NY 10036

Collect: +646 855 8988

Toll Free: +1 888 292 0070

J.P. Morgan Securities LLC

Attn: Latin America Debt Capital Markets

383 Madison Avenue
New York, NY 10179

U.S. Toll-Free: (866) 846-2874

Collect: (212) 834-7279

 

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.  The Tender Offer and the Consent Solicitation are made only by and pursuant to the terms of the Statement and the information in this notice is qualified by reference to the Statement.  None of the Issuer, the Dealer Managers and Solicitation Agents, the Information and Tender Agent or any other Agent, the Trustee or any of their respective affiliates makes any recommendations as to whether Holders should tender all or any portion their Notes and to deliver the related Consents or withhold such Consents with respect to all or any portion of their Notes pursuant to the Tender Offer or the Consent Solicitation.  Holders must decide whether to tender Notes and deliver the Consents relating to such Notes, and if tendering, the amount of Notes to tender.

******

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country.  The New Offering was not and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“).  Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation.  It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer.  This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements relate to, among other things, the Issuer’s business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

******

Contact information:

Consorcio Transmantaro S.A.

Attn: Karen Lourdes Lindley Olazo,

Chief of Financial Resources

Av. Juan de Arona 720

San Isidro – Lima, Perú

investo[email protected]

+51 (1) 712-6600 Ext. 84074

D.F. King & Co., Inc.

48 Wall Street,

New York, NY 10005

[email protected]

Toll-Free: (866) 416-0577
Toll: (212) 269-5550

SOURCE Consorcio Transmantaro S.A.

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