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AG International Announces Final Results Of Its Offer To Exchange Any And All Outstanding 4.000% Senior Notes Due 2018 And Solicitation Of Consents To Proposed Amendments To The Related Indenture

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AG International Announces Final Results Of Its Offer To Exchange Any And All Outstanding 4.000% Senior Notes Due 2018 And Solicitation Of Consents To Proposed Amendments To The Related Indenture

PR Newswire

BELO HORIZONTE, Brazil, Aug. 16, 2018 /PRNewswire/ -- Andrade Gutierrez International S.A. ("AG International," or the "Issuer") announced today that its private offer to exchange any and all of its outstanding 4.000% Senior Notes due 2018 (the "Old Notes") for cash and newly issued 11.000% Senior Secured PIK Toggle Notes due 2021 (the "New Notes") or for all New Notes (the "Exchange Offer"), and solicitation of consents from Eligible Holders of Old Notes to certain proposed amendments (the "Proposed Amendments") that would eliminate certain covenants and events of default provisions of the indenture under which such Old Notes were issued (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation"), expired at 11:59 p.m., New York City time, on August 15, 2018 (the "Expiration Time").

The following table sets forth the aggregate principal amount of Old Notes that Eligible Holders had validly tendered and not withdrawn at or prior to the Expiration Time. As per the terms of the Exchange Offer and Consent Solicitation, all such tendering Eligible Holders have also consented to the Proposed Amendments under the Consent Solicitation.

Title of Old Notes

CUSIP/ISIN No.

Aggregate Principal Amount Outstanding

Aggregate Principal Amount Tendered at or prior to the Expiration Time





4.000% Senior Notes due 2018

03439T AA9; L01795 AA8;
US03439TAA97; USL01795AA80

US$344,706,000

US$337,144,000, representing 97.81% of the aggregate principal amount outstanding of the Old Notes

                               

On the terms and subject to the conditions set forth in the Exchange Offer Memorandum and Consent Solicitation Statement dated July 30, 2018, as amended and restated by us (the "Amended and Restated Exchange Offer Memorandum and Consent Solicitation Statement"), the Issuer expects to (i) issue approximately US$335,988,228.44 aggregate principal amount of New Notes and (ii) pay US$136.54 for each US$1,000 in principal amount of the Old Notes tendered by those Eligible Holders (the "Early Participants") who had validly tendered and not withdrawn Old Notes at or prior to 11:59 p.m., New York City time, on August 3, 2018 and elected to receive their pro-rata share of a cash pool totaling US$37 million.

The settlement date with respect to the Exchange Offer and Consent Solicitation is expected to occur on August 20, 2018 (the "Settlement Date").

The actual aggregate principal amount of New Notes that will be issued and the amount of cash that will be paid on the Settlement Date are subject to change based on the final validation of tenders.

The complete terms and conditions of the Issuer's offer to Eligible Holders are set forth in the Amended and Restated Exchange Offer Memorandum and Consent Solicitation Statement.

The Exchange Offer and Consent Solicitation and the New Notes have not been and will not be registered under the Securities Act of 1933 (as amended, the "Securities Act") or any state securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. The Exchange Offer and Consent Solicitation were only made, and the New Notes were only being offered and will only be issued (1) in the United States, to holders of Old Notes that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act or "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Old Notes that are persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S"), and/or (b) to "qualified investors," as defined in the EU Directive 2003/71/EC, as amended, and in the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended (the "Eligible Holders").

Banco Bradesco BBI S.A. and Houlihan Lokey, Inc. are acting as financial advisors to the Issuer.

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. 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 the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

None of the Information and Exchange Agent, the Issuer, the Guarantors or their respective affiliates makes any recommendation in connection with the Exchange Offer and Consent Solicitation as to whether or not any Eligible Holder of Old Notes should tender or refrain from tendering their existing notes, and no person has been authorized by any of them to make such a recommendation. Accordingly, you must make your own determination as to whether to tender your Old Notes and, if so, the aggregate principal amount of Old Notes to tender. You should read the Amended and Restated Exchange Offer Memorandum and Consent Solicitation Statement and consult with your financial, legal and tax advisors to make that decision.

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, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer 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.

The Issuer undertakes no obligation to update any of its forward-looking statements.

CONTACT: D.F. King & Co, 212-269-5550

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SOURCE Andrade Gutierrez International S.A.

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