(CUSIP/ISIN No. 20445P AH8/ US20445PAH82 (144A) and P3063X AJ7/ USP3063XAJ74 (Reg. S))
BUENOS AIRES, Argentina , Dec. 17, 2024 — CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A. (“Clisa“) — Clisa announces today the results of its previously announced consent solicitation, according to which it solicited consents (the “Consents“) from the holders (the “Noteholders“) of its outstanding Step-Up Senior Secured Notes due 2027 (CUSIP/ISIN No. 20445P AH8 / US20445PAH82 (144A) and P3063X AJ7 / USP3063XAJ74 (Reg. S)) (the “Notes“) to certain amendments (the “Proposed Amendments“), including, among others, reducing the aggregate principal amount to U.S.$270,000,000, extending the maturity date to December 10, 2031, for an aggregate principal amount of U.S.$200,000,000, and to December 10, 2034, for the remaining aggregate principal amount of U.S.$70,000,000, modifying the applicable interest rate and scheduled interest payments, adding new collateral, strengthening certain covenants and adding others, including a covenant to issue the Clisa-Only Redeemable Notes (as defined in the Consent Solicitation Statement), granting a waiver of past defaults and modifying other material terms of the Notes as set forth in the consent solicitation statement dated as of November 19, 2024 (the “Consent Solicitation Statement“), by amending the indenture dated as of August 17, 2021, among Clisa, the subsidiary guarantors party thereto (the “Note Guarantors“), The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee“) and TMF Trust Company (Argentina) S.A., as registrar, paying agent, transfer agent, trustee representative in Argentina and collateral agent (the “Collateral Agent“) (as amended and supplemented from time to time, the “Indenture“) governing the Notes (the “Consent Solicitation“).
The terms and conditions of the Consent Solicitation, as well as the Proposed Amendments, were described in the Consent Solicitation Statement. Clisa hereby confirms that it has waived the requirement of the Consent Solicitation Statement that Noteholders have to submit Instruction Letters in order for their Consent to be validly submitted as per the terms of the Consent Solicitation Statement.
The Consent Solicitation expired at 5:00 p.m. New York City time (7:00 p.m., Buenos Aires City time) on December 17, 2024 (the “Expiration Date“). Clisa has been advised that, as of the Expiration Date, Noteholders of U.S.$ 336,576,550 in aggregate principal amount of the Notes, or approximately 94% of the outstanding aggregate principal amount of the Notes, have validly delivered and not revoked their Consents under the Consent Solicitation.
Pursuant to the Indenture, the Proposed Amendments require the prior Consent of Noteholders representing not less than 75% of the aggregate principal amount of the outstanding Notes (such Consents, the “Requisite Consents“). Accordingly, Clisa has received the Requisite Consents and will effect the Proposed Amendments under the Indenture.
Eligible Noteholders (as defined below) whose Consents were validly delivered and received on or prior to the Expiration Date and not validly revoked prior to the Expiration Date, are entitled to receive an aggregate consent consideration of U.S.$25,000,000 (the “Consent Consideration“), to be divided pro rata among them on the Consent Closing Date (as described in the Consent Solicitation Statement). The Consent Closing Date is currently expected to be December 19, 2024. Non-consenting Noteholders will not receive the Consent Consideration.
Information Relating to the Solicitations
BCP Securities, Inc. and Santander US Capital Markets LLC acted as the Solicitation Agents with respect to the Solicitations (as defined in the Consent Solicitation Statement) outside Argentina, and Banco CMF S.A acted as the Solicitation Agent with respect to the Solicitations in Argentina. Outside Argentina, Noteholders with questions may contact BCP Securities, Inc. (James Harper, +1 (203) 629-2186, [email protected]) or Santander US Capital Markets LLC (Attn: Liability Management Team, +1 (212) 350-0660 Email: [email protected]). In Argentina, Noteholders with questions may contact Banco CMF S.A. at (Attn: Mercado de Capitales, +54 11 4318-6800, [email protected]).
Sodali & Co was appointed as Information and Tabulation Agent. All questions to the Information and Tabulation Agent should be directed via email: [email protected] or telephone: at +1 203 658 9457 (Stamford), +44 4513 6933 (London) or in writing at 333 Ludlow Street, South Tower, 5th Floor, 06902, Stamford, USA, Attention: Debt Services team.
Copies of the Consent Solicitation Statement may be found for consultation through CNV’s web site (in Spanish language), https://www.argentina.gob.ar/cnv under the item: “Companies (Empresas)” or at https://projects.sodali.com/clisa, operated by the Information and Tabulation Agent for the purpose of the Consent Solicitation (access to the website is subject to eligibility and registration).
Neither the Consent Solicitation Statement nor any related document has been filed with the U.S. Securities and Exchange Commission (the “SEC“) or the CNV, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any related document, and it is unlawful and may be a criminal offense 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 Solicitations were made solely pursuant to the Consent Solicitation Statement. The Solicitations were not made to, nor has Clisa accepted deliveries of Consents from, Noteholders in any jurisdiction in which the Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky or other laws of such jurisdiction. Under no circumstances should any Noteholder deliver or tender any Notes.
THE SOLICITATIONS, THE NOTES, THE NOTES AS IF AMENDED BY THE PROPOSED AMENDMENTS, AND THE CLISA-ONLY REDEEMABLE NOTES, IF ISSUED, 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 EXCEPT, WITH RESPECT TO THE NOTES AND THE CLISA-ONLY REDEEMABLE NOTES, IF ISSUED, THE LAWS OF THE REPUBLIC OF ARGENTINA.
None of the Solicitation Agents, the Argentine Solicitation Agent, the Information and Tabulation Agent, the Trustee, the Trustee Representative, the Collateral Agent, Clisa or the Note Guarantors made any recommendation as to whether a Noteholder should have delivered a Consent to the Proposed Amendments or powers and instructions under the APE Solicitation (as defined in the Consent Solicitation Statement).
Through the Consent Solicitation Statement, the Consent Solicitation and APE Solicitation were solicited only from, and the Clisa-Only Redeemable Notes shall only be issued to, (a) Noteholders who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (b) Noteholders outside the United States who are persons other than U.S. Persons (as defined in Regulation S under the Securities Act) and who are also non-U.S. qualified offerees (the “Eligible Noteholders”).
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 extent to which the new administration in Argentina is able to implement the policies it promised to implement during the election campaign, 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.
