(CUSIP/ISIN No. 20445P AH8/ US20445PAH82 (144A) and P3063X AJ7/ USP3063XAJ74 (Reg. S))
BUENOS AIRES, Argentina, Feb. 9, 2024 — CLISA (“Clisa” or the “Company“) today announced the results in connection with the previously announced consent solicitation according to which it solicited consents (“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 a proposed amendment (the “Proposed Amendment“) to the indenture dated as of August 17, 2021, among, inter alia, the Company and The Bank of New York Mellon (the “Indenture“) governing the Notes (the “Consent Solicitation“), involving the interest payment due on January 25, 2024.
The terms and conditions of the Consent Solicitation, as well as the Proposed Amendment, were described in the consent solicitation statement dated as of January 11, 2024 (the “Consent Solicitation Statement“).
The Company has been advised that, as of the Expiration Date (as described in the Consent Solicitation Statement), Noteholders of U.S.$ 321,327,118 in aggregate principal amount of the Notes, or approximately 93.56% of the outstanding Notes, have validly delivered their Consents under the Consent Solicitation.
Pursuant to the Indenture, the Proposed Amendment required the prior Consent of Noteholders representing not less than 75% of the aggregate principal amount of the outstanding Notes (such Consents, the “Requisite Consents“).
Noteholders whose Consents were validly delivered and received prior to the Expiration Date, and which were not validly withdrawn or revoked, are entitled to receive a consent consideration of U.S.$3,250,000 to be divided pro rata among them (the “Consent Consideration“) on the Consent Consideration Payment Date (as described in the Consent Solicitation Statement). The Consent Consideration Payment Date is currently expected to be February 16, 2024. Non-consenting Noteholders will not receive the Consent Consideration.
The Proposed Amendment in relation to the method of payment of the interest under the Notes for the interest period beginning on July 25, 2023, and ending on January 25, 2024 (the “January 2024 Coupon“), consisted of changing (i) the portion in cash and (ii) the portion in kind, from 6.25% and 2.25%, respectively, to 0% and 8.50%, respectively, maintaining the total annual interest rate in 8.50%.
As previously announced, the Company has exercised the PIK Option in connection with the January 2024 Coupon under the terms of the Indenture as amended by the Proposed Amendment. Therefore, on the Consent Consideration Payment Date the Company will pay to each Noteholder, in connection with the January 2024 Coupon, interest as set forth below:
|
Interest Period |
Total Annual |
Portion in Cash |
PIK Portion |
|
July 25, 2023-January 25, |
8.50 % |
0 % |
8.50 % |
The Company has designated February 9, 2024 as the record date for all purposes relating to the above mentioned payments, so that the Company will make (i) the Consideration payment to Consenting Noteholders and (ii) the January 2024 Coupon payment (i.e, 100% PIK as a result of the Proposed Amendment and the Company’s election described herein), in each case, to Persons who were registered Holders of Notes at the close of business on February 9, 2024.
For further details about the Consent Solicitation, please refer to the Consent Solicitation Statement. Copies of the Consent Solicitation Statement may be found at the following website: https://projects.morrowsodali.com/Clisa.
Information Relating to the Consent Solicitation
BCP Securities, Inc. is acting as the Solicitation Agent with respect to the Consent Solicitation outside Argentina, and Banco CMF S.A. is acting as the Solicitation Agent in Argentina. Outside Argentina, Noteholders with questions may contact BCP Securities, Inc. (James Harper, +1 (203) 629-2186, [email protected]). In Argentina, Noteholders with questions may contact Banco CMF S.A. at (Attn: Mercado de Capitales, +54 11 4318-6800, [email protected]).
Morrow Sodali International LLC has been appointed as Information and Tabulation Agent. All questions to the Information and Tabulation Agent should be directed to 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.
Neither the Consent Solicitation Statement nor any related document has been filed with the U.S. Securities and Exchange Commission or the Securities Commission of Argentina (the Comisión Nacional de Valores, 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, the Proposed Amendment, 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 Consent Solicitation is being conducted solely pursuant to the Consent Solicitation Statement. There is no solicitation of Consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities or “blue sky” laws.
None of the Company, the Note Guarantors, the Trustee, the Trustee representative, the collateral agent, the Solicitation Agent, the Argentine Solicitation Agent, the Information and Tabulation Agent makes any recommendation as to whether or not the Noteholders should provide Consents to the Proposed Amendment.
About the Company
Clisa is a leading Argentine infrastructure manager and developer with over 115 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 Company’s current beliefs, expectations and projections about future events and financial trends affecting the Company’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, 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 the Company. The occurrence of any such factors not currently expected by the Company would significantly alter the results set forth in these statements. The Company 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.
