SANTIAGO, Chile, Sept. 30, 2019 /PRNewswire/ — Automotores Gildemeister SpA (the “Company”) today announced the commencement of an exchange offer and consent solicitation (the “Offers and Solicitation”) for any and all of its outstanding 8.250% Senior Unsecured Notes due 2021 (the “2021 Notes”), 6.750% Senior Unsecured Notes due 2023 (the “2023 Notes,” and together with the 2021 Notes, the “Existing Senior Unsecured Notes”) and 7.50% Senior Secured Notes due 2021 (the “Existing Senior Secured Notes,” and together with the Existing Senior Unsecured Notes, the “Existing Senior Notes”) held by Eligible Holders (as defined below) for:
- up to US$544,566,522 aggregate principal amount of 7.50% New Senior Secured Notes (the “New Senior Secured Notes”), secured by the Collateral that secures the Existing Senior Secured Notes as well as additional Collateral, as described in the Offering and Solicitation Memorandum under the heading “Description of the New Senior Secured Notes—Security;”
- up to 336,599 warrants that, if 100% of the Existing Senior Secured Notes are tendered in the Offers and Solicitation, will be exercisable for voting common stock equal to 13.16% of the Company’s common stock on a fully diluted basis (the “New Series A Warrants”) and
- up to 501,651 warrants that, if 100% of the Existing Senior Secured Notes are tendered in the Offers and Solicitation, will be exercisable for non-voting common stock equal to 19.61% of the Company’s common stock on a fully diluted basis (the “New Series B Warrants,” together with the New Series A Warrants, the “New Warrants,” and together with the New Senior Secured Notes, the “Exchange Securities”),
in each case to be issued by the Company. The Offers and Solicitation are being conducted upon the terms and subject to the conditions set forth in an Offering and Solicitation Memorandum, dated September 30, 2019 (the “Offering and Solicitation Memorandum”).
The Offers and Solicitation are being launched in advance of the December 31, 2019 expiration of the Company’s distribution agreement (the “Distribution Agreement”) with Hyundai Motor Co. (“Hyundai”). The closing of the Offers and Solicitation is subject to a number of conditions precedent, as set forth in the Offering and Solicitation Memorandum, including that Hyundai indicate its intention to renew the Distribution Agreement on terms no less favorable to the Company than the current Distribution Agreement.
Eligible Holders who validly tender their Existing Senior Notes on or prior to October 14, 2019 at 5:00 p.m. New York City time (the “Early Tender Date”) are offered in exchange for each US$1,000 principal amount of the Existing Senior Notes the Total Exchange Consideration outlined below:
- For the Existing Senior Secured Notes:
- US$1,000 principal amount of New Senior Secured Notes (consisting of US$950 principal amount of New Senior Secured Notes plus the Early Tender Consideration consisting of US$50 principal amount of New Senior Secured Notes), plus accrued and unpaid interest on the Existing Senior Secured Notes through and including the Settlement Date, to be paid in cash on the Settlement Date;
- 0.653 New Series A Warrants; and
- 0.974 New Series B Warrants.
- For the 2021 Notes:
- US$1,000 principal amount of New Senior Secured Notes (consisting of US$950 principal amount of New Senior Secured Notes plus the Early Tender Consideration consisting of US$50 principal amount of New Senior Secured Notes), plus accrued and unpaid interest on the 2021 Notes through and including the Settlement Date, to be paid in cash on the Settlement Date.
- For the 2023 Notes:
- US$1,000 principal amount of New Senior Secured Notes (consisting of US$950 principal amount of New Senior Secured Notes plus the Early Tender Consideration consisting of US$50 principal amount of New Senior Secured Notes), plus accrued and unpaid interest on the 2023 Notes through and including the Settlement Date, to be paid in cash on the Settlement Date.
Eligible Holders who validly tender their Existing Senior Notes after the Early Tender Date are offered in exchange for each US$1,000 principal amount of the Existing Senior Notes the Base Exchange Consideration outlined below:
- For the Existing Senior Secured Notes:
- US$950 principal amount of New Senior Secured Notes, plus accrued and unpaid interest on the Existing Senior Secured Notes through and including the Settlement Date, to be paid in cash on the Settlement Date;
- 0.653 New Series A Warrants; and
- 0.974 New Series B Warrants.
- For the 2021 Notes:
- US$950 principal amount of New Senior Secured Notes, plus accrued and unpaid interest on the 2021 Notes through and including the Settlement Date, to be paid in cash on the Settlement Date.
- For the 2023 Notes:
- US$950 principal amount of New Senior Secured Notes, plus accrued and unpaid interest on the 2023 Notes through and including the Settlement Date, to be paid in cash on the Settlement Date.
Holders of Existing Senior Secured Notes representing more than 75% of the aggregate outstanding principal amount of Existing Senior Secured Notes, have entered into a support agreement (the “Support Agreement”), with the Company and, subject to certain conditions, have committed to tender their Existing Senior Secured Notes in the Offers and Solicitation. Further information on the Support Agreement is contained in the Offering and Solicitation Memorandum under the heading “The Offers and Solicitation—Support Agreement.”
The “Settlement Date” will occur after the expiration of the Offers and Solicitation, and will occur if all conditions precedent are satisfied or waived.
In addition, as part of the Offers and Solicitation, the Company is soliciting from the holders of the outstanding Existing Senior Secured Notes consents (each a “Consent”) to amend or waive provisions (the “Proposed Amendments”) of the indenture and related security documents governing the Existing Senior Secured Notes (the “Solicitation”). The purpose of the Solicitation is to eliminate most restrictive covenants, some affirmative covenants, certain Events of Default and modify certain conditions on acceleration and rescissions of acceleration applicable to the Existing Senior Secured Notes, and to release the liens on assets that currently secure the Existing Senior Secured Notes.
Beneficial owners of Existing Senior Notes should carefully read the Offering and Solicitation Memorandum regarding the relevant procedures and timing to tender their Existing Senior Notes.
The Exchange Securities have not been and will not be registered under the Securities Act or any state securities laws. Therefore, unless so registered, the Exchange Securities may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The Offers and Solicitation are only made, and copies of the offering documents will only be made available, to a holder of the Existing Senior Notes who has certified its status as (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), (2) a person who is not a “U.S. person” as defined under Regulation S under the Securities Act or (3) an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act (each, an “Eligible Holder”).
The Offers and Solicitation are subject to certain conditions, including the requirement that the Company receive valid tenders of at least 99% of the aggregate outstanding principal amount of the Existing Senior Secured Notes (the “Minimum Tender Condition”).
The Offers and Solicitation will expire at 5:00 p.m., New York City time, on October 29, 2019, unless extended by the Company (the “Expiration Date”). In the event the Support Agreement is terminated prior to the consummation of the Offers and Solicitation, holders who tendered their Existing Senior Notes (including holders who tendered their Existing Senior Notes on or prior to the Early Tender Date) will have the right to withdraw their Existing Senior Notes from the Offers and Solicitation following the termination of the Support Agreement until the Expiration Date. We will also grant withdrawal rights to the extent required by applicable law.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Offers and Solicitation ARE being made solely by the OFFERING AND SOLICITATION MEMORANDUM and related Warrant Form THAT MAY BE OBTAINED FROM THE EXCHANGE AND INFORMATION AGENT and only to such persons and in such jurisdictions as is permitted under applicable law. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
The Exchange Securities will not be registered under the Ley de Mercado de Valores No. 18,045 (the “Securities Market Law”), as amended, of Chile with the Chilean Financial Markets Commission (Comisión para el Mercado Financiero, the “CMF”), together with all predecessor agencies and commissions, including, without limitation, the Chilean Securities and Insurance Commission (Superintendencia de Valores y Seguros), and, accordingly, may not be offered or sold to persons in Chile except in circumstances that do not constitute a public offering under Chilean law.
Los valores que se emitan no serán registrados en la Superintendencia de Valores y Seguros de conformidad a la ley de Mercado de Valores No.18,045, por lo que de acuerdo a ello, no podrán ser ofrecidos a personas en Chile excepto en circunstancias que no constituyan una oferta pública de valores de acuerdo a ley Chilena.
About Automotores Gildemeister
Automotores Gildemeister is a vehicle importer and distributor primarily in Chile and Peru. Since 1986, the Company has been the sole distributor of Hyundai passenger and light commercial vehicles in Chile and since 2002, the sole distributor of Hyundai passenger, light commercial and heavy commercial vehicles in Peru.
SOURCE Automotores Gildemeister SpA
