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Auna S.A. - Exchange Offer and Consent Solicitation - Early Participation Results

AUNA S.A. ANNOUNCES EARLY PARTICIPATION DEADLINE RESULTS FOR THE PREVIOUSLY ANNOUNCED EXCHANGE OFFER OF ANY AND ALL OF ITS OUTSTANDING 6.500% SENIOR NOTES DUE 2025 FOR NEW NOTES AND RELATED CONSENT SOLICITATION

28 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Prnewswire: Source: Auna S.A.


"LUXEMBOURG, Nov. 28, 2023 /PRNewswire/ -- Auna S.A. ("Auna," the "Company" or "we"), one of the largest players in the Latin American healthcare industry and with presence in Mexico, Colombia and Peru, announced today the early participation results of its previously announced offer to Eligible Holders (as defined herein) to exchange (the "Exchange Offer") any and all of its outstanding 6.500% Senior Notes due 2025 (the "Existing Notes") for newly issued 10.000% Senior Secured Notes due 2029 (the "New Notes"), pursuant to the terms and subject to the conditions set forth in the Exchange Offer Memorandum (as defined herein).


The following table sets forth certain information relating to the Exchange Offer:



As of 5:00 p.m., New York City time, on November 28, 2023 (the "Early Participation Deadline"), US$240,771,000 aggregate principal amount outstanding of the Existing Notes, representing approximately 80.26% of the total principal amount outstanding of the Existing Notes, had been validly tendered for exchange and not validly withdrawn, as confirmed by the Exchange and Information Agent (as defined herein) for the Exchange Offer.


Each of the Exchange Offer and the Solicitation may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing the other, provided that the Exchange Offer is subject to the satisfaction of the Financing Condition (as defined below).


The Company received consents from Eligible Holders that, in the aggregate, represent not less than 80% in aggregate principal amount of the Existing Notes outstanding (excluding any Existing Notes held by us or our affiliates) with respect to such issuance for the adoption of certain amendments (the "Proposed Amendments") to the indenture governing the Existing Notes to eliminate substantially all of the covenants as well as certain events of default and related provisions contained therein, and release any collateral, encumbrances, liens, pledges or other security interest granted by the Company and its subsidiaries to secure the Existing Notes, satisfying the Minimum Exchange Condition. Given the Minimum Exchange Condition has been satisfied, the Company, each of the guarantors of the Existing Notes and the Existing Notes Trustee may execute and deliver a fourth supplemental indenture to the Existing Indenture, which will give effect to the Proposed Amendments to the Existing Notes, that will be effective upon execution but will only become operative upon consummation of the Exchange Offer on the Settlement Date."


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AUNA S.A. ANNOUNCES EXCHANGE OFFER OF ANY AND ALL OF ITS OUTSTANDING 6.500% SENIOR NOTES DUE 2025 FOR NEW NOTES AND RELATED CONSENT SOLICITATION

10 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Prnewswire: Source: Auna S.A.


"LUXEMBOURG, Nov. 10, 2023 /PRNewswire/ -- Auna S.A. ("Auna," the "Company" or "we"), one of the largest players in the Latin American healthcare industry and with presence in Mexico, Colombia and Peru, announced today that it has commenced an offer to Eligible Holders (as defined herein) to exchange (the "Exchange Offer") any and all of its outstanding 6.500% Senior Notes due 2025 (the "Existing Notes") for newly issued 10.000% Senior Secured Notes due 2029 (the "New Notes"), pursuant to the terms and subject to the conditions set forth in the Exchange Offer Memorandum (as defined herein).


The following table sets forth certain information relating to the Exchange Offer:



The New Notes will be fully and unconditionally guaranteed on a senior secured basis by certain subsidiaries of the Company.


In connection with the Exchange Offer, we are also soliciting consents from Eligible Holders (the "Solicitation") for the adoption of certain amendments (the "Proposed Amendments") to the indenture governing the Existing Notes to eliminate substantially all of the covenants as well as certain events of default and related provisions contained therein, and release any collateral, encumbrances, liens, pledges or other security interest granted by the Company and its subsidiaries to secure the Existing Notes. The Proposed Amendments require the consents (the "Requisite Consents") of Eligible Holders of a majority in aggregate principal amount of the Existing Notes outstanding (excluding any Existing Notes held by us or our affiliates) with respect to such issuance. If a Holder exchanges Existing Notes in the Exchange Offer, such Holder will be deemed to deliver its consent, with respect to the principal amount of such exchanged Existing Notes, to the Proposed Amendments."


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****PREVIOUS AUNA RELATED TRANSACTION BELOW****



 

Auna S.A.A. Announces Expiration and Receipt of Requisite Consents with Respect to Consent Solicitation for Senior Notes due 2025


07 JUNE 2023


Full announcement, including disclaimers and offer restrictions available via Prnewswire (Source: Auna S.A.A.)


"MEXICO CITY and LIMA, Peru, June 7, 2023 /PRNewswire/ -- Auna S.A.A. ("Auna" or the "Company") announced today the expiration of its previously announced solicitation (the "Consent Solicitation") of consents (the "Consents") and receipt of the requisite Consents from holders (the "Holders") of Auna's outstanding 6.500% Senior Notes due 2025 (the "Notes") to effect a certain amendment to the indenture governing the Notes (as amended from time to time, the "Indenture"), as described in the Consent Solicitation Statement, dated May 24, 2023 (the "Consent Solicitation Statement"). As of 5:00 p.m. New York City time, on June 7, 2023 (such time and date, the "Expiration Date"), the Holders of at least a majority of the aggregate outstanding principal amount of the Notes had validly delivered and had not validly revoked Consents to the Proposed Amendment (the "Requisite Consents"). As of the Expiration Date, Auna had accepted all Consents validly delivered pursuant to the Consent Solicitation. Accordingly, Auna and the trustee will enter into a supplemental indenture (the "Supplemental Indenture") to the Indenture effecting the Proposed Amendment (as defined in the Consent Solicitation Statement).


Auna will pay to Holders who delivered valid and unrevoked Consents to the Proposed Amendment on or prior to the Expiration Date (the "Consenting Holders") an amount equal to U.S.$1.25 per U.S.$1,000 aggregate principal amount of the Notes (the "Consent Payment") to The Depository Trust Company ("DTC") for the benefit of the Consenting Holders, subject to the terms and conditions set forth in the Consent Solicitation Statement. Auna expects to pay, or cause to be paid, the Consent Payment on June 8, 2022 (the "Settlement Date"). No accrued interest will be paid in respect of the Consent Payment. Although the Supplemental Indenture and the related Proposed Amendment will become effective immediately upon execution at the Consent Time (as defined in the Consent Solicitation Statement), such Proposed Amendment will not be operative until the Consent Payment to DTC for the benefit of the Holders is paid on the Settlement Date.


The Consent Solicitation was made solely by the Consent Solicitation Statement and on the terms and subject to the conditions set forth in the Consent Solicitation Statement. This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security and is not a solicitation of consents with respect to the Proposed Amendment or any securities. The Consent Solicitation was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or blue sky laws."


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AUNA S.A.A. ANNOUNCES CONSENT SOLICITATION FOR SENIOR NOTES DUE 2025


24 MAY 2023


Full announcement, including disclaimers and offer restrictions available via Prnewswire (Source: Auna S.A.A.)


"MEXICO CITY and LIMA, Peru, May 24, 2023 /PRNewswire/ -- Auna S.A.A. ("Auna" or the "Company"), one of the largest players in the Latin American healthcare industry and with presence in Mexico, Colombia and Peru, announced today that it is soliciting (the "Consent Solicitation") consents (the "Consents") from holders (the "Holders") of Auna's outstanding 6.500% Senior Notes due 2025 (the "Notes") as of 5:00 p.m. New York City time, May 23, 2023 (the "Record Date") to effect a certain amendment to the indenture governing the Notes (as amended from time to time, the "Indenture"), as described below, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated May 24, 2023 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement"). The Consent Solicitation will expire at 5:00 p.m. New York City time, on June 7, 2023 (such time and date, as the same may be extended from time to time, the "Expiration Date").


All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Consent Solicitation Statement.


Certain details regarding the Notes and the Consent Solicitation are set forth in the table below."


"Auna is soliciting Consents in order to allow it to merge with or into a successor issuer, subject to certain conditions, including that the Interest Coverage Ratio (as defined in the Indenture) for the successor issuer and its restricted subsidiaries on a consolidated basis would not be lower than such ratio for Auna and its restricted subsidiaries on a consolidated basis immediately prior to such transaction (the "Proposed Amendment").


After the Supplemental Indenture (as defined below) is effective, the Company expects to redomicile to Luxembourg by way of a merger of the Company into Auna S.A., a société anonyme (limited liability company) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Auna Lux"), with Auna Lux continuing as the surviving entity (the "Merger"). As part of the Merger, Auna Lux will allocate all the assets and liabilities of the Company to, and hold them through, its Peruvian branch (sucursal), Auna S.A., Sucursal del Peru, incorporated and existing under the laws of Peru ("Auna Lux Sucursal"). Accordingly, the Company expects that Auna Lux (through Auna Lux Sucursal) will be the Successor Issuer of the Notes. The Merger would further simplify the structuring of the entities through which the Company conducts its operations as it expands its regional presence throughout Spanish-speaking Americas ("SSA").


For the actual text of the Proposed Amendment, see "The Proposed Amendment" in the Consent Solicitation Statement. Except for the Proposed Amendment, all of the existing terms of the Indenture will remain unchanged."

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