BELO HORIZONTE, Brazil, Nov. 8, 2019 /PRNewswire/ -- Andrade Gutierrez International S.A., having its registered office at 12c, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, and listed with the Luxembourg Trade and Companies' Register under the number B 176492, ("AG International" or the "Issuer"), today announced the extension of each of the Early Participation Date and the Withdrawal and Revocation Date for the previously announced tender offer (the "Tender Offer") by AG International, in which AG International is offering to purchase any and all of the U.S.$356,348,680 aggregate principal amount outstanding of its 11.000% Senior Secured PIK Toggle Notes due 2021 (the "Notes") pursuant to the offer to purchase and consent solicitation statement dated October 25, 2019 (the "Offer to Purchase and Consent Solicitation Statement"), and the concurrently announced consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Tender Offer and Consent Solicitation") from holders of the Notes ("Noteholders") to amend the indenture governing the Notes (the "Indenture"). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer to Purchase and Consent Solicitation Statement.
AG International has extended each of the Early Participation Date and the Withdrawal and Revocation Date from the previously announced 5:00 p.m. (New York City time) on November 12, 2019 to 5:00 p.m. (New York City time) on November 15, 2019 (the "Early Participation Date"). The extended Early Participation Date and Withdrawal and Revocation Date is two business days following the November 13, 2019 deadline for the receipt, by purchasers of the Notes, of subscription agreements from the Issuer confirming final allocation of the Notes in connection with the debt financing described in the private placement memorandum that is referred to in the Offer to Purchase and Consent Solicitation Statement (the "Debt Financing").
Noteholders of the accepted Notes who tendered their Notes prior to the Early Participation Date will receive the Total Consideration set forth in the table below, which includes the Early Participation Payment of U.S.$50.00 per U.S.$1,000 principal amount, plus Accrued Interest.
Title of Security
Total Consideration(1) (2) (3)
Secured PIK Toggle
Per U.S.$1,000 principal amount of Notes.
Tenders of Notes made prior to the Early Participation Date and made with a Premium Identifier Code (as defined below) will receive an additional premium payment of U.S.$22.50 per U.S.$1,000 principal amount of Notes (the "Premium Payment"), which is not reflected in the table above.
Includes the Early Participation Payment.
In addition, a Noteholder that participates in the Debt Financing, and purchases at least an equal aggregate principal amount of notes in connection with such debt financing as the aggregate principal amount of Notes that such Noteholder tenders pursuant to the Tender Offer and Consent Solicitation, which will be identified by a premium identifier code, will be entitled to receive the Premium Payment of U.S.$22.50 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn).
Concurrently with the Tender Offer, the Issuer is soliciting consents to the Indenture in order to, among other things, (i) eliminate substantially all of the restrictive covenants, (ii) reduce the minimum notice period required in connection with the redemption of the Notes from 30 days to three business days for any Notes that remain outstanding after the Tender Offer, and (iii) permanently release the collateral securing the Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments requires the consent of the Noteholders of at least a majority of the aggregate principal amount outstanding of the Notes and, in the case of the amendment to release all of the collateral securing the Notes, of at least 75% in aggregate principal amount of the Notes.
The Tender Offer will expire at 11:59 pm, New York City time, on November 22, 2019, unless the Tender Offer is extended or earlier terminated (the "Expiration Date"). Under the terms of the Tender Offer, Noteholders who validly tender their Notes after the Early Participation Date, but on or before the Expiration Date, will receive only the Tender Consideration of U.S.$952.50 per U.S.$1,000 aggregate principal amount of Notes tendered, plus Accrued Interest, which does not include the Early Participation Payment of U.S.$50.00 per $1,000 aggregate principal amount of Notes tendered that is payable to holders who tender on or prior to the Early Participation Date..
The Issuer expects to settle the Notes validly tendered (and not validly withdrawn) and accepted for purchase at or prior to the Expiration Date promptly following the Expiration Date, or November 25, 2019 (the "Final Settlement Date"), unless the Expiration Date is extended.
The Tender and Information Agent for the Tender Offer is D.F. King & Co., Inc. To contact the Tender and Information Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: +1-866-856-3065. Additional contact information is set forth below.
By Mail, Hand or Overnight Courier:
48 Wall Street
New York, NY 10005
Attention: Andrew Beck
By Facsimile Transmission:
(for eligible institutions only)
For Confirmation: (212) 269-5552
Confirmation by Telephone:
Toll-Free: +1 866-856-3065
Collect: +1 212-269-5552
Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Noteholder (or a beneficial owner that is not a Noteholder), to such Noteholder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.
The Dealer Managers and Solicitation Agents are:
Banco Bradesco BBI S.A.
BB Securities Limited
Hall 105-108 Old Broad Street
London, EC2N 1ER – United
Attn: Operation Department
Collect: +44 (20) 7367-5803
HSBC Securities (USA) Inc.
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 Issuer, the Tender and Information Agent, the Dealer Managers and Solicitation Agents, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer and Consent Solicitation. None of the Issuer, the Tender and Information Agent, the Dealer Managers and Solicitation Agents, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Tender Offer and Consent Solicitation other than the information and representations contained in the Offer to Purchase and Consent Solicitation Statement.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase and the Consent Solicitation Statement.
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