Notice To The Market: Credivalores - Crediservicios S.A. Announces The Expiration And Final Tender Results Of The Cash Tender Offer And Consent Solicitation For 9.750% Senior Notes Due 2022

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BOGOTÁ, Colombia, Feb. 17, 2020 /PRNewswire/ -- Credivalores – Crediservicios S.A.  ("Credivalores") and Credit Suisse Securities (USA) LLC (the "Purchaser") today announced the final tender results in connection with the Purchaser's previously-announced offer by the Purchaser to purchase for cash (the "Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to 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 expiration date for the Tender Offer and the Consent Solicitation was 11:59 p.m., New York City time, on February 14, 2020 (such date and time, the "Expiration Date").

Credivalores has been advised that, as of the Expiration Date, U.S.$154,685,000 in aggregate principal amount of the Notes, or approximately 47.60% of the Notes outstanding, had been validly tendered and not withdrawn pursuant to the Tender Offer.  All Notes validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted in full by the Purchaser.

The settlement date in respect of the Notes accepted for purchase following the early tender deadline for the Tender Offer and the Consent Solicitation and before the Expiration Date is expected to be February 18, 2020, which date may change without notice.

The terms and conditions of the Tender Offer and the Consent Solicitation are described in the offer to purchase and consent solicitation statement dated January 17, 2020 (the "Offer and Solicitation Statement") and the related letter of transmittal (together with the Offer and Solicitation Statement, the "Offer Documents") previously distributed to the Holders.

The table below summarizes certain payment terms of the Tender Offer and the Consent Solicitation and the aggregate principal amount of the Notes to remain outstanding:

Description of Notes

CUSIP/
ISIN Nos.

Purchase

Price*

Early Tender Payment*

Total Consideration*

Principal Amount to Remain Outstanding

9.750% Senior
Notes due 2022

22555LAA4 and P32086AL7 / US22555LAA44
and
USP32086AL73

U.S.$1,005.00

U.S.$50.00

U.S.$1,055.00

U.S.$170,315,000

* Per U.S.  $ 1,000 principal amount of Notes.

The Information Agent and Tender Agent for the Tender Offer and Consent 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 or email credivalores@dfking.com

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 Consent Solicitation.

The Dealer Managers and Solicitation Agents for the Tender Offer and Consent Solicitation were:

Credit Suisse Securities (USA) LLC

 

Eleven Madison Avenue
New York, NY 10010-3629
Attn: Liability Management
U.S.  Toll Free: 1-800-820-1653

Collect: +1 212-538-2147


Morgan Stanley & Co.  LLC

 

585 Broadway, 4th Floor
New York, NY 10036
Attn: Liability Management Group
U.S.  Toll Free: 1-800-624-1808

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 Consent Solicitation are made only by and pursuant to the terms of the Offer Documents and the information in this notice is qualified by reference to the Offer Documents.  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 Consent 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.

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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.

SOURCE Credivalores

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