PUNTA DEL ESTE, Uruguay, April 14, 2023 — Faroy S.A. (the “Company“) announced today the commencement of its offer to exchange (the “Exchange Offer“) any and all of its outstanding US$11,628,766 Step-up Senior Secured Note due 2033 (the “Existing Note“) for a new note (the “New Note“) to be issued on the terms and subject to the conditions described in its private invitation memorandum dated April 14, 2023 (the “Private Invitation Memorandum“), in compliance with and pursuant to Section 4.17 of the indenture dated December 28, 2020, by and among the Company, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent, and TMF Trust Company (Uruguay) S.A., as collateral agent, under which the Existing Notes were issued and pursuant to which the New Note will be issued.
This announcement is addressed only to holders of the Existing Note who are not “U.S. persons” (as defined in Rule 902 under the Securities Act, “U.S. Persons“), who are not acquiring new notes for the account or benefit of a U.S. Person, and whose receipt and review of the terms of the invitation and participation in the Exchange Offer is otherwise permitted under the laws and regulations of any jurisdiction applicable to them (the “Eligible Holders“).
According to the terms and conditions described on the Private Invitation Memorandum, the Eligible Holders who validly tender their Exiting Notes on or before 5 p.m. on June 9, 2023 (the “Expiration Date“), for each US$1.00 outstanding principal amount of the Existing Note tendered, not validly withdrawn and accepted in the Exchange Offer, will receive US$1.00 principal amount of the New Note.
The Private Invitation Memorandum is available at www.dfking.com/faroy.
The Settlement Date, as defined in the Private Invitation Memorandum, is expected to be on or about the fifth business day after the Expiration Date, which is expected to occur on June 16, 2023, when the Company expects to issue the New Note in exchange for the Existing Note accepted in the Invitation.
D.F. King acted as information and exchange agent. Any questions or requests for information regarding the Invitation or the Exchange Offer may be directed to D.F. King at +1 (212) 269-5550 (Banks and Brokers call) – +1 (800) 249-7148 (Toll-free) – +1 (212) 709-3328 (facsimile), or at [email protected].
Important Notice
This announcement does not contain or constitute an offer to sell or the solicitation of an offer to exchange, buy or subscribe for securities to or from any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. This announcement and the Exchange Offer referred to herein is directed to, and Existing Notes may be exchanged for new securities as described in the Private Invitation Memorandum only by, Eligible Holders. Persons into whose possession this announcement or the Private Invitation Memorandum comes are required by the Company to inform themselves about, and to observe, any restrictions on the distribution of materials relating to the Invitation, or on the issue and resale of securities.
The recipient of this announcement may not forward or distribute the announcement or the related Private Invitation Memorandum in whole or in part to any other person or reproduce the announcement or the Private Invitation Memorandum in any manner whatsoever and any forwarding, distribution or reproduction of the announcement or the Private Invitation Memorandum in whole or in part is unauthorized. failure to comply with this instruction may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
You are also reminded that this announcement and the related Private Invitation Memorandum has been provided to you on the basis that you are a person into whose possession this announcement and the Private Invitation Memorandum may be lawfully delivered in accordance with (i) the laws of the jurisdiction in which you are located or resident and (ii) any jurisdictional restriction pursuant to applicable securities laws, and you may not, nor are you authorized to, deliver this announcement and the Private Invitation Memorandum to any other person. Any materials relating to the Invitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.
Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.
SOURCE Faroy S.A.
