LIMA, Perú, July 11, 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, at 5:00 p.m., New York City time, on July 10, 2024 (the "Expiration Date"), and final results 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").  The Tender Offer was made pursuant to the terms and conditions of the offer to purchase, dated June 10, 2024, as amended by the Issuers' press release dated June 24, 2024 (the "Offer to Purchase").

As of the Expiration Date, $189,919,000 aggregate principal amount, or approximately 86.98%, of the Notes, had been validly tendered (and not validly withdrawn). The Issuers have accepted for purchase all of the Notes validly tendered and not validly withdrawn at or prior to the Expiration Date pursuant to the Tender Offer.

Holders who validly tendered (and did not validly withdraw) their Notes at or prior to the Expiration Date, and whose Notes are purchased pursuant to the Tender Offer, will 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, which is expected to be July 12, 2024.

The Issuers 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 were 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 were not 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 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 was 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 was made solely pursuant to the terms of the Offer to Purchase. The Tender Offer was not 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.

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