LIMA, PerĂº, June 24,
2024 /PRNewswire/ -- Nautilus Inkia Holdings SCS
(f/k/a Nautilus Inkia Holdings LLC), Nautilus Distribution Holdings
LLC and Nautilus Isthmus Holdings LLC (collectively, the
"Issuers") today announced the expiration of the early
tender period, at 5:00 p.m.,
New York City time, on
June 24, 2024 (the "Early Tender
Date"), of their previously announced cash tender offer (the
"Tender Offer") for any and all of their outstanding 5.875%
Senior Notes due 2027 (CUSIP Nos. 45721R AC7; G4808VAC4 and ISIN
Nos. US45721RAC79; USG4808VAC49) (the "Notes"). In addition,
the Issuers have announced that they have extended the payment of
the Early Tender Payment (as defined below) through the Expiration
Date (as defined below) (the "Extension"), such that the
Total Consideration (as defined below) payable to holders who
validly tender (and do not validly withdraw) their Notes on or
prior to the Expiration Date will include the Early Tender
Payment.
On June 10, 2024, the Issuers
commenced the Tender Offer for any and all of their outstanding
Notes. The terms and conditions of the Tender Offer are described
in the offer to purchase, dated June 10,
2024 (as it may be amended or supplemented from time to
time, including pursuant to this press release, the "Offer to
Purchase"), and remain unchanged except for the Extension.
As of the Early Tender Date, $183,630,000 aggregate principal amount, or
approximately 84.10%, of the Notes, had been validly tendered (and
not validly withdrawn).
Holders who validly tendered (and did not validly withdraw)
their Notes at or prior to the Early Tender Date and do not
withdraw such tendered Notes on or prior to the Expiration Date,
and whose Notes are purchased pursuant to the Tender Offer, will be
entitled to receive the "Total Consideration" of
$1,000.00 per $1,000.00 principal amount of Notes, which
includes an "Early Tender Payment" of $50.00 for each $1,000.00 principal amount of Notes. In addition
to the Total Consideration, holders will receive accrued and unpaid
interest on all Notes tendered and accepted for payment in the
Tender Offer from the last interest payment date up to, but not
including, the settlement date for the Tender Offer.
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on July 10, 2024,
unless extended or earlier terminated by the Issuers in their sole
discretion, subject to applicable law (such time and date, as the
same may be extended or earlier terminated, the "Expiration
Date"). Holders of Notes who have not already tendered their
Notes may do so at any time on or prior to the Expiration Date.
Pursuant to the Extension described above, any such tender will
also be entitled to receive the Early Tender Payment. Subject to
the satisfaction or waiver by the Issuers of all conditions to the
consummation of the Tender Offer, payment for the Notes validly
tendered (and not validly withdrawn) at or prior to the Expiration
Date and accepted for purchase is expected to be made on the
"Settlement Date", which is expected to be July 12, 2024. The Total Consideration will be
payable in cash.
Notes may be withdrawn any time prior to 5:00 p.m., New York
City time, on July 10, 2024,
unless extended by the Issuers (the "Withdrawal Date").
The Tender Offer constitutes an Asset Sale Offer made in
compliance with Section 3.09 and 4.10 of the indenture governing
the Notes (the "Indenture") as a result of (i) the sale in
June 2022 of Agua Clara, S.A.S, IE DR
Projects I S.R.L., IE DR Projects II S.R.L. and IE DR Projects III
S.R.L., (ii) the sale in April 2023
of Inkia Nicaragua Holding Ltd and Inkia Nicaragua S.A., and (iii)
the sale in September 2023 of our
Distribution business and related companies. These divestiture
transactions constitute Asset Sales (as defined in the Indenture)
under the Indenture. The Indenture generally requires the Issuers
to apply amounts equal to Net Cash Proceeds (as defined in the
Indenture) from certain Asset Sales for certain specified purposes
within 30 months of any such Asset Sales. Any remaining Net Cash
Proceeds equal to or in excess of $50.0
million that have not been applied within that time period,
subject to certain exceptions set forth in the Indenture, shall be
applied by the Issuers to make an Asset Sale Offer (as defined in
the Indenture), at a purchase price equal to 100% of the principal
amount of the Notes to be purchased, plus accrued and unpaid
interest to, but excluding, the date of purchase.
Subject to applicable law, the Issuers may further amend, modify
or terminate the Tender Offer at any time in their sole discretion.
The terms and conditions of the Tender Offer are described in the
Offer to Purchase. Holders are encouraged to carefully read the
Offer to Purchase.
The Issuers have retained Santander US Capital Markets LLC to
act as Dealer Manager for the Tender Offer. D.F. King & Co.,
Inc. is the Information Agent and Tender Agent for the Tender
Offer. Questions regarding the Tender Offer should be directed to
Santander US Capital Markets LLC at (855) 404-3636 (toll-free) or
(212) 350-0660 (collect). Requests for documentation should be
directed to D.F. King & Co., Inc. at (800) 515-4479 (toll-free)
or (212) 269-5550 (for banks and brokers) or at inkia@dfking.com.
This press release is for informational purposes only.
Neither the Offer to Purchase nor any related documents have
been filed with or reviewed by any federal or state securities
commission or regulatory authority of any country, and the Offer to
Purchase or any related documents have not been reviewed or
approved by the Cayman Islands Monetary Authority, the Cayman
Islands Stock Exchange, the Luxembourg Supervisory Commission for
the Financial Sector (Commission De Surveillance Du Secteur
Financier), the Luxembourg Stock Exchange (Bourse De
Luxembourg), the Peruvian Superintendency of the Securities
Market (Superintendencia del Mercado de
Valores), the Lima Stock Exchange (Bolsa de
Valores de Lima) or the
Singapore Exchange. No authority has passed upon the accuracy or
adequacy of the Offer to Purchase or any related documents, and it
is unlawful and may be a criminal offense to make any
representation to the contrary. The Tender Offer is being made
solely on the terms and conditions set forth in the Offer to
Purchase.
This press release is not an offer to purchase or a solicitation
of an offer to purchase with respect to any Notes or any other
securities. The Tender Offer is being made solely pursuant to the
terms of the Offer to Purchase. The Tender Offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. None of the Issuers,
the Dealer Manager or the Information Agent makes any
recommendation as to whether holders should tender or refrain from
tendering their Notes. Holders should carefully read the Offer to
Purchase and the related materials, because they contain important
information, including the various terms and conditions of the
Tender Offer. Holders must make their own decision as to whether to
tender Notes and, if so, the principal amount of the Notes to
tender.
Forward-Looking Statements
This document may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934 that are not based on historical
facts and are not assurances of future results. These
forward-looking statements are identified by terms and phrases such
as "anticipate," "believe," "intend," "estimate," "expect,"
"continue," "should," "could," "may," "plan," "project," "predict,"
"will" and similar expressions and include references to
assumptions and relate to the future prospects, developments and
business strategies of the Issuers and their subsidiaries. These
statements include but are not limited to forward-looking
statements about the Tender Offer, including whether the Tender
Offer is consummated in whole or in part. These estimates and
forward-looking statements are based upon the Issuers' current
expectations and estimates on projections about future events and
trends, which affect or may affect the Issuers' businesses and
results of operations. Although the Issuers believe that these
estimates and forward-looking statements are based upon reasonable
assumptions, they are subject to several risks and uncertainties
and are made in light of information currently available to the
Issuers. Estimates and forward-looking statements involve risks and
uncertainties and are not guarantees of future performance. Any
changes in such assumptions or factors could cause actual results
to differ materially from current expectations and the Issuers'
future results may differ materially from those expressed in these
estimates and forward-looking statements.
All forward-looking statements are expressly qualified in their
entirety by this cautionary statement, and you should not place
reliance on any forward-looking statement contained in this
document. The Issuers undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information or future events or for any other reason.
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SOURCE Nautilus Inkia Holdings SCS