November 7, 2019

Automotores Gildemeister Announces Settlement Of Exchange Offer And Consent Solicitation

SANTIAGO, Chile, Nov. 7, 2019 /PRNewswire-HISPANIC PR WIRE/ -- Automotores Gildemeister SpA (the "Company") announced today the settlement on November 7, 2019 (the "Settlement Date") of the exchange offer and consent solicitation (the "Offers and Solicitation") for US$515,250,522 7.50% Senior Secured Notes due 2021 (the "Existing Senior Secured Notes"), US$24,194,000 8.250% Senior Unsecured Notes due 2021 (the "2021 Notes") and its US$5,122,000 6.750% Senior Unsecured Notes due 2023 (the "2023 Notes," and together with the 2021 Notes and the Existing Senior Secured Notes, the "Existing Senior Notes") on the terms previously announced in the offering and solicitation memorandum dated September 30, 2019 (as supplemented from time to time, the "Offering and Solicitation Memorandum").  Existing Senior Notes tendered in the Offers and Solicitation were exchanged for 7.50% New Senior Secured Notes due 2025, New Series A Warrants, and New Series B Warrants (the "New Warrants").  In addition, pursuant to the Offers and Solicitation, certain amendments to the terms and conditions of the Existing Senior Notes were adopted and became effective on the Settlement Date.  The New Senior Secured Notes were distributed to participating holders through DTC.  The New Warrants were distributed through an international courier service.

In total, 98.13% of the outstanding principal amount of the Existing Senior Secured Notes  had been validly tendered and accepted by the Company for exchange in the Offers and Solicitation.

Participating holders who validly tendered their Existing Senior Notes received in exchange for each US$1,000 principal amount of the Existing Senior Notes the Total Exchange Consideration outlined below:

  • For the Existing Senior Secured Notes:
    • US$1,000 principal amount of New Senior Secured Notes (consisting of US$950 principal amount of New Senior Secured Notes plus the Early Tender Consideration consisting of US$50 principal amount of New Senior Secured Notes), plus accrued and unpaid interest on the Existing Senior Secured Notes through and including the Settlement Date, paid in cash on the Settlement Date;
    • 0.653 New Series A Warrants; and
    • 0.974 New Series B Warrants.
  • For the 2021 Notes:
    • US$1,000 principal amount of New Senior Secured Notes (consisting of US$950 principal amount of New Senior Secured Notes plus the Early Tender Consideration consisting of US$50 principal amount of New Senior Secured Notes), plus accrued and unpaid interest on the 2021 Notes through and including the Settlement Date, paid in cash on the Settlement Date.
  • For the 2023 Notes:
    • US$1,000 principal amount of New Senior Secured Notes (consisting of US$950 principal amount of New Senior Secured Notes plus the Early Tender Consideration consisting of US$50 principal amount of New Senior Secured Notes), plus accrued and unpaid interest on the 2023 Notes through and including the Settlement Date, paid in cash on the Settlement Date.

A factor of 1.20090280 will be applied to the nominal value of $1,000 principal amount of Existing Senior Secured Notes tendered for purposes of calculating the principal amount of New Senior Secured Notes to be issued.

THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY.  THE OFFERS AND SOLICITATION ARE BEING MADE SOLELY BY THE OFFERING AND SOLICITATION MEMORANDUM THAT MAY BE OBTAINED FROM THE EXCHANGE AND INFORMATION AGENT AND ONLY TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW.  ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. 

The New Senior Secured Notes, and the New Warrants offered in the Offers and Solicitation will not be registered under the Ley de Mercado de Valores No. 18,045 (the "Securities Market Law"), as amended, of Chile with the Chilean Financial Markets Commission (Comisión para el Mercado Financiero, the "CMF"), together with all predecessor agencies and commissions, including, without limitation, the Chilean Securities and Insurance Commission (Superintendencia de Valores y Seguros), and, accordingly, may not be offered or sold to persons in Chile except in circumstances that do not constitute a public offering under Chilean law.

Los valores que se emitan no serán registrados en la Comision para el Mercado Financiero, antes Superintendencia de Valores y Seguros, de conformidad a la ley de Mercado de Valores No.18,045, por lo que de acuerdo a ello, no podrán ser ofrecidos a personas en Chile excepto en circunstancias que no constituyan una oferta pública de valores de acuerdo a ley Chilena.

About Automotores Gildemeister

Automotores Gildemeister is a vehicle importer and distributor primarily in Chile and Peru.  Since 1986, the Company has been the sole distributor of Hyundai passenger and light commercial vehicles in Chile and since 2002, the sole distributor of Hyundai passenger, light commercial and heavy commercial vehicles in Peru.

Exchange and Information Agent

Prime Clerk LLC
c/o Automotores Gildemeister Exchange Offer
One Grand Central Place
60 East 42nd Street, Suite 1440
New York, NY 10165
AGExchange@primeclerk.com
Domestic and Canada Toll-Free: (877) 510-1633
Outside the U.S. and Canada: (917) 947-5418
http://cases.primeclerk.com/agexchangeoffer

Financial Advisor

Rothschild & Co
1251 Avenue of the Americas, 33rd Floor
New York, NY 10020
(212) 403-3500
Attention: Marcelo Messer 
                Samuel Karotkin
Email: marcelo.messer@rothschildandco.com  
           samuel.karotkin@rothschildandco.com

SOURCE Automotores Gildemeister SpA

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