BOGOTÁ, Colombia, Jan. 17, 2020 /PRNewswire/ -- Credivalores – Crediservicios S.A. ("Credivalores") and Credit Suisse Securities (USA) LLC (the "Purchaser") today announced the commencement of an offer by the Purchaser to purchase for cash (the "Tender Offer") any and all of the outstanding 9.750% Senior Notes due 2022 (the "Notes") issued by Credivalores from each registered holder of the Notes (each, a "Holder" and, collectively, the "Holders"). The Tender Offer is being made pursuant to the offer to purchase and consent solicitation statement dated January 17, 2020 (the "Offer and Solicitation Statement") and the related letter of transmittal (the "Letter of Transmittal").
In connection with the Tender Offer, the Purchaser is also soliciting (the "Solicitation"), with respect to the Notes, consents (the "Consents") to proposed amendments (the "Proposed Amendments") to the Notes and the indenture dated July 27, 2017 (as amended and supplemented to the date hereof, the "Indenture") between Credivalores and The Bank of New York Mellon as trustee (the "Trustee"), under which the Notes were issued, providing for, among other things, elimination of substantially all restrictive covenants in the Indenture.
The table below summarizes certain payment terms of the Tender Offer and the Solicitation:
Description | CUSIP/ | Outstanding Principal | Purchase | Early | Total |
9.750% | 22555LA | U.S.$325,000,000 | U.S.$1,005.00 | U.S.$50.00 | U.S.$1,055.00 |
* Per U.S. $ 1,000 principal amount of Notes. |
The Tender Offer and the Solicitation are scheduled to expire at 11:59 p.m., New York City time, on February 14, 2020, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). The early tender deadline for the offer will be 5:00 p.m., New York City time, on January 31, 2020 (such date and time, including as extended or earlier terminated, the "Early Tender Time"). Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on January 31, 2020 (such date and time, the "Withdrawal Deadline"), but not thereafter, except as required by applicable law.
The total consideration offered for each U.S.$1,000 principal amount of the Notes will be U.S.$1,055.00 (the "Total Consideration"), which includes an early tender payment of U.S.$50.00 per U.S.$1,000 principal amount of the Notes (the "Early Tender Payment") and the Purchase Price (as defined below). The Early Tender Payment will be payable only to Holders who validly tender and do not withdraw their Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing Notes at or before the Early Tender Time will be eligible to receive the Total Consideration (including the Early Tender Payment) on a date promptly following the Early Tender Time (the "Early Settlement Date") (which date is expected to be February 6, 2020, but which may change without notice).
Pursuant to the Tender Offer, Holders validly tendering their Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$1,005.00 per U.S.$1,000 principal amount of the Notes (the "Purchase Price"), namely an amount equal to the Total Consideration less the Early Tender Payment, on a date promptly following the Expiration Date (the "Final Settlement Date") (which date is expected to be February 18, 2020, but which may change without notice).
In addition, Holders whose Notes are validly tendered and accepted for purchase in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, (i) in the case of any Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date and (ii) in the case of any remaining Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.
The Consent of the Holders of at least a majority in aggregate principal amount outstanding of the Notes is required to authorize the Proposed Amendments (the "Requisite Consents"). Assuming that the Requisite Consents to authorize the Proposed Amendments are validly delivered and not validly revoked, it is expected that Credivalores and the Trustee will execute a supplemental indenture with respect to the Indenture (the "Supplemental Indenture") providing for the Proposed Amendments after the Requisite Consents have been obtained; however, the Supplemental Indenture and the Proposed Amendments will not be effective and operative until the Final Settlement Date and consummation of the Exchange (as defined below).
Holders may not tender their Notes without delivering their Consents to the Proposed Amendments and to the execution and delivery of the Supplemental Indenture pursuant to the Solicitation and may not deliver Consents to the Proposed Amendments and the execution and delivery of the Supplemental Indenture without tendering their Notes pursuant to the Tender Offer.
Credivalores has consented to the Purchaser making the Tender Offer and the Solicitation. It is intended that the Notes purchased by the Purchaser in the Tender Offer will be exchanged by the Purchaser with Credivalores for certain new notes (the "Exchange") issued in a new offering by Credivalores (the "New Offering").
The obligation of the Purchaser to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer and Solicitation Statement, in the sole discretion of the Purchaser. The Tender Offer is not conditioned on any minimum participation by the Holders, including the minimum participation necessary to consummate the Solicitation.
The Information Agent and Tender Agent for the Tender Offer and Solicitation is D.F. King & Co., Inc. To contact the Information Agent and Tender Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: (866) 340-7108. Additional contact information is set forth below.
By Mail, Hand or Overnight Courier: 48 Wall Street By E-mail: credivalores@dfking.com | By Facsimile Transmission: (for eligible institutions only) Attention: Andrew Beck Confirmation by Telephone |
Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers and Solicitation Agents at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Solicitation.
The Dealer Managers and Solicitation Agents for the Tender Offer and Solicitation are:
Credit Suisse Securities (USA) LLC Eleven Madison Avenue Collect: +1 212-538-2147 | Morgan Stanley & Co. LLC 585 Broadway, 4th Floor Collect: +1 212 761-1057 |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. This notice is also not a solicitation of any Consent to the Proposed Amendments. The Tender Offer and Solicitation are made only by and pursuant to the terms of the Offer and Solicitation Statement and the related Letter of Transmittal and the information in this notice is qualified by reference to the Offer and Solicitation Statement and the related Letter of Transmittal. None of the Purchaser, Credivalores, the Dealer Managers or the Information Agent and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Tender Offer and deliver their Consents pursuant to the Solicitation.
* * *
This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The New Offering was not and will not be registered at the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) and also will not be registered under the U.S. Securities Act of 1933 ("Securities Act"), as amended. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.
This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by Credivalores. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.
Forward-Looking Statements
This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, Credivalores's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.
Although Credivalores believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.
Credivalores undertakes no obligation to update any of its forward-looking statements.
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SOURCE Credivalores
