TORTOLA, British Virgin Islands , March 3, 2025 — IDC OVERSEAS, LTD. (the “Company” or “IDC”) announced today that it has commenced an offer to Eligible Holders (as defined below) to exchange (the “Exchange Offer”) any and all of its outstanding 9.0% Notes due 2026 (ISIN: XS2590265471; Common Code: 259026547) (the “Existing Notes”) for its new 9.0% Notes due 2030 (the “New Notes”), upon the terms and subject to the conditions set forth in the exchange offer memorandum, dated the date hereof (as it may be amended or supplemented from time to time, the “exchange offer memorandum”). The current aggregate principal amount of the Existing Notes outstanding is US$150,000,000.
|
Description of |
Outstanding |
ISIN/Common Code |
Minimum |
Exchange Consideration |
||||
|
9.0% Notes Due |
US$150,000,000 |
XS2590265471 / |
US$112,500,000 |
US$1,000 in aggregate |
The purpose of the Exchange Offer is to extend our debt maturity profile. We are offering Eligible Holders of the Existing Notes an opportunity to exchange their Existing Notes for the New Notes with an extended maturity. The Exchange Offer is being made only to Eligible Holders of the Existing Notes pursuant to the exchange offer memorandum, which sets forth more fully the terms and conditions of the Exchange Offer. The Exchange Offer will expire at 4:00 p.m., London time, on March 21, 2025 (the “Expiration Deadline”), unless extended or earlier terminated in the Company’s sole discretion.
Eligible Holders who tender their Existing Notes prior to the Expiration Deadline will receive the Exchange Consideration set forth in the table above of US$1,000 of New Notes for each US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange, plus accrued and unpaid interest in cash from (and including) the immediately preceding interest payment date for the Existing Notes to (but excluding) the Settlement Date (as defined herein). We anticipate that the “Settlement Date” will be promptly following the Expiration Deadline and is expected to be on or about March 26, 2025, unless the Exchange Offer is extended or earlier terminated. Only Eligible Holders that validly tender (and do not validly withdraw) their Existing Notes prior to the Expiration Deadline will be eligible to receive the Exchange Consideration.
Subject to satisfaction or waiver of the conditions to the Exchange Offer set forth in the exchange offer memorandum, the Company will only accept Existing Notes for exchange if at least US$112,500,000, or 75.0%, of the outstanding principal amount of the Existing Notes (the “Minimum Acceptance Amount”) is validly tendered and not validly withdrawn prior to the Expiration Deadline. The Company reserves the right, in its sole discretion, to amend any term of, or waive any condition, including the Minimum Acceptance Amount, prior to the Expiration Deadline.
General
BCP Securities, Inc. is acting as exclusive dealer manager for the Exchange Offer. D.F. King Ltd. has been appointed as the information agent and exchange agent for the Exchange Offer. The complete terms and conditions of the Exchange Offer are described in the exchange offer memorandum, copies of which may be obtained by Eligible Holders by contacting (i) BCP Securities, Inc. at [email protected] or (ii) D.F. King Ltd. at +44 20 7920 9700 or [email protected]. For more information, visit https://clients.dfkingltd.com/idc.
The New Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the New Notes are being offered and sold only to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act (“Eligible Holders”).
This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the New Notes nor an offer to purchase Existing Notes. The Exchange Offer is being made solely by means of the exchange offer memorandum.
About the Company
IDC was founded in 1995 and has evolved from a consulting firm to an investment bank, to a multi-fund platform for strategic investments. IDC operates its business through four offices located in Miami, Guatemala City, Madrid and Copenhagen, providing a global platform and local knowledge for sourcing transactions and raising capital for different funds and a network divided into six verticals. IDC’s purpose is to be a transformation agent, ultimately making a positive impact and changing the lives of people through its investments and proprietary projects. As of December 31, 2024, the Company’s assets under management were US$2.1 billion.
Forward-Looking Statements
This release may contain forward-looking statements. These statements relate to our future prospects, developments and business strategies and are identified by our use of terms and phrases such as “believe,” “could,” “would,” “will,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “strategy” and similar terms and phrases, and may include references to assumptions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, including our financial condition and liquidity may differ materially from (and be more negative than) those made in, or suggested by, any forward-looking statements contained in this release. In addition, even if our results of operations, including our financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this release, those results or developments may not be indicative of results or developments in subsequent periods. These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments. More detailed information about these and other factors is set forth in the exchange offer memorandum.
SOURCE IDC Overseas, Ltd.
