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Orazul Energy Perú S.A. Announces Expiration and Final Tender Results

·5 min read

LIMA, Perú, Nov. 30, 2021 /PRNewswire/ -- Orazul Energy Perú S.A. (f/k/a Orazul Energy Egenor S. en C. por A.) ("Orazul") today announced the final tender results for its previously announced tender offer (the "Tender Offer") for its 5.625% Senior Notes due 2027 (CUSIP Nos. 68559B AA5; P7372B AA1) (the "Notes"). The Tender Offer was made pursuant to the terms and conditions of the offer to purchase dated October 29, 2021, as amended by the press release dated November 15, 2021 (collectively, the "Offer to Purchase").

As of the previously announced expiration date and time of 11:59 P.M., New York City time, on Monday, November 29, 2021, (the "Expiration Date"), according to information provided by D.F. King & Co., Inc., the Information Agent and Tender Agent for the Tender Offer, a total of $180,282,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn in the Tender Offer. Since the aggregate principal amount of the Notes validly tendered and not validly withdrawn would result in an aggregate purchase price that exceeds the previously announced maximum tender amount of $41.8 million, Orazul will accept for purchase $41,488,000 aggregate principal amount of the Notes, using a proration factor of approximately 21.4%.

The Total Consideration for the Notes validly tendered and accepted pursuant to the Tender Offer is $1,007.50 per $1,000 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, December 1, 2021 (the "Settlement Date"), together with additional amounts thereon.

The Tender Offer constitutes an asset sale offer pursuant to the requirements of the Indenture, which will be satisfied upon the purchase of the accepted Notes on the Settlement Date, in connection with Orazul's sale in October 2021 of its indirect ownership in the thermal power generation and hydrocarbon businesses, Termoselva S.R.L. and Aguaytía Energy del Perú S.R.L., to a special purpose vehicle of Nautilus Energy Partners LLC.

Orazul retained Credit Suisse Securities (USA) LLC and Santander Investment Securities Inc. to act as Dealer Managers 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 Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect), or Santander Investment Securities Inc. at (855) 404-3636 (toll-free) or (212) 940-1442 (collect). Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 370-1749 (toll-free) or (212) 269-5550 (for banks and brokers) or at orazul@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 Peruvian Superintendency of the Securities Market (Superintendencia del Mercado de Valores) or the Lima Stock Exchange (Bolsa de Valores de Lima). 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. None of Orazul, the Dealer Managers or the Information Agent made any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders were advised to carefully read the Offer to Purchase and the related materials, because they contained important information, including the various terms and conditions of the Tender Offer.

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 based on management's current expectations and estimates about future events and financial trends, which affect or may affect Orazul's businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the Tender Offer. Although Orazul believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to Orazul. 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 Orazul's 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. Orazul undertakes 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 Orazul Energy Perú S.A.