LONDON, March 13, 2023 — CFG Investment S.A.C. (the “Issuer“) announces today that it is offering to (i) redeem for cash its Variable Rate Senior Secured Notes due 2032 (the “Senior Secured Notes“) and (ii) purchase for cash its 10.00% Second Lien Notes due 2032 (together with the Senior Secured Notes, the “Notes“) (each such offer, an “Offer,” and together, the “Offers“), up to a maximum aggregate principal amount of U.S.$40,000,000 (such amount as may be modified by the Issuer in its sole discretion), from eligible holders of the Notes (“Holders“) at redemption amounts or purchase prices, as applicable, to be determined pursuant to a modified Dutch auction, as further described in the offer memorandum dated as of March 13, 2023 (the “Offer Memorandum“). The Offer Memorandum is available upon request to the Tender Agent at the contact details set forth above, subject to applicable distribution restrictions and eligibility confirmations.
Information and Tender Agent:
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: [email protected]
Attention: Illia Vyshenskyi / Paul Kamminga
Website: https://deals.is.kroll.com/cfgtender
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The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.
The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) to U.S. persons (as such term is defined in Regulation S), in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a U.S. person, a person located in the United States or any agent, fiduciary or other intermediary acting for a principal located in the United States will be invalid and will not be accepted. The Offers are being made and may be accepted by dealers or other professional fiduciaries in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States.
Each Eligible Holder (as defined in the Offering Memorandum) of Notes participating in an Offer will represent that it is a non-U.S. person (as such term is defined in Regulation S) located outside the United States or a dealer or other professional fiduciary in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside the United States.
This communication is neither an offer to redeem or purchase nor a solicitation of an offer to redeem or sell securities, nor is it a solicitation for acceptance of an offer. This communication is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful. None of the Company, the Issuer, the Tender Agent or any of their respective affiliates makes any recommendation as to whether or not any bondholder should tender its Notes pursuant to the Offers. Each bondholder must make its own decision as to whether or not to tender its Notes in connection with the Offers.
SOURCE CFG Investment S.A.C.
