BELO HORIZONTE, Brazil, Nov. 8, 2017 /PRNewswire/ -- Andrade Gutierrez International S.A. ("AG International", or the "Issuer"), BB Securities Limited, Banco Bradesco BBI S.A. and Santander Investment Securities Inc. (together, the "Dealer Managers") today announced the commencement of an offer by the Issuer to purchase for cash (the "Tender Offer") up to U.S.$75.0 million in aggregate principal amount (the "Maximum Tender Amount") of the outstanding 4.000% Senior Notes due 2018 (the "Notes") of the Issuer. The Tender Offer is being made pursuant to the offer to purchase dated November 8, 2017 (the "Offer to Purchase") and the related letter of transmittal (together with the Offer to Purchase, the "Offer Documents"). The principal purpose of the Tender Offer is to reduce interest expense by retiring a portion of the outstanding debt using cash on hand.
The table below summarizes certain payment terms for the Notes:
CUSIP / ISIN
U.S.$ 76.5 million in aggregate principal amount of the Notes issued and outstanding are held by the issuer and affiliates of the issuer.
The amount to be paid for each U.S.$1,000 principal amount of the Notes (as defined below) validly tendered and accepted for purchase. In addition, Accrued Interest will be paid.
Included in Total Consideration.
In each case, the Total Consideration includes an early tender payment (the "Early Tender Payment") of U.S.$30.00 for each U.S.$1,000 principal amount of Notes. In addition, Accrued Interest will be paid.
The Tender Offer will expire at 11:59 p.m., New York City time, on December 6, 2017, unless extended (such time and date, as it may be extended, the "Expiration Date"). Holders of Notes ("Noteholders") who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on November 21, 2017, unless extended (such date and time, including as extended, the "Early Tender Date"), will be eligible to receive the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), plus Accrued Interest. Noteholders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date in the manner described herein will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration (as defined below), plus Accrued Interest. Any Notes that have been validly tendered pursuant to the Tender Offer may be validly withdrawn prior to the Early Tender Date but not thereafter, except as may be required by applicable law.
The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$960.00, which includes an early tender payment equal to U.S.$30.00 (the "Early Tender Payment"). Any holders of Notes ("Noteholders") who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes accepted for purchase, U.S.$930.00 (the "Tender Offer Consideration").
Assuming AG International's acceptance of Notes tendered pursuant to the Tender Offer, if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date exceeds the Maximum Tender Amount, a prorated amount described below of the Notes validly tendered (and not validly withdrawn) by Noteholders at or prior to the Expiration Date will be accepted for purchase. Subject to the Maximum Tender Amount, the Issuer expects to accept for purchase on the settlement date that is expected to be within two business days following the Expiration Date or as promptly as practicable thereafter (the "Settlement Date") an amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date that is equal to (i) the amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date multiplied by (ii) a fraction, the numerator of which would be equal to the Maximum Tender Amount and the denominator of which would be equal to the total principal amount of Notes validly tendered (and not validly withdrawn) in the Tender Offer, rounded downward to the nearest U.S.$1,000 principal amount. There is no "early settlement date" with respect to the Notes regardless of whether such Notes were tendered at or prior to the Early Tender Date.
The Issuer's obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents. The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes, but it is subject to the Maximum Tender Amount. The Issuer has the right, in its sole discretion, to amend or terminate the Tender Offer at any time.
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)
Confirmation by Telephone:
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 for the Tender Offer are:
4th Floor - Pinners Hall,
105-108 Old Broad Street
London, United Kingdom
Attention: Operations Department
Collect: +44 20 7367 5800
Av. Brigadeiro Faria Lima
3064, 10º andar
São Paulo, SP, Brasil
Attention: International DCM Department
Collect: +55 11 3847-5219
45 East 53rd Street, 5th floor
New York, New York 10022
Attn: Liability Management Group
Toll Free: 855-404-3636
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.
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.
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SOURCE Andrade Gutierrez International S.A.