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Capex S.A. - Exchange Offer - Expiration and Final Results

Capex S.A. Announces the Expiration and Final Results of the Exchange Offer for its 6.875% Notes due 2024.

21 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"Capex hereby announces that the Exchange Offer expired as of 11:59 p.m., New York City time on August 18, 2023.


Morrow Sodali International LLC, acting as information and exchange agent for the Exchange Offer (the “Information and Exchange Agent”), advised Capex that, as of the Expiration Date (i) U.S.$15,858,000 in aggregate principal amount of Old Notes, representing approximately 6.64% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option A, and (ii) U.S.$181,540,000 in aggregate principal amount of Old Notes, representing approximately 76.01% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option B, totaling a participation of U.S.$197,398,000 in aggregate principal amount of Old Notes, representing approximately 82.65% of the aggregate principal amount of Old Notes outstanding.


As previously announced on August 7, 2023, the Early Participation Date was extended from August 4, 2023 at 5:00 p.m., New York City time to 11:59 p.m., New York City time, on August 18, 2023. Therefore, the Early Participation Date (as extended) and the Expiration Date are the same. Eligible Holders who validly tendered their Old Notes before the Expiration Date are eligible to receive the Early Exchange Consideration for any such Old Notes accepted for exchange and there will be no Late Exchange Consideration. The Old Notes validly tendered pursuant to the Exchange Offer are sufficient to satisfy the Minimum Participation Condition and the Minimum Option B Participation Condition.


Given that Capex has satisfied the Minimum Participation Condition and the Minimum Option B Participation Condition and subject to the satisfaction or waiver of the conditions set forth in the Exchange Offer Documents, Capex accepts for exchange all validly tendered Old Notes and intends to pay the Early Exchange Consideration for Old Notes validly tendered, together with the Accrued Interest Payment on or about August 25, 2023 (the “Settlement Date”), in line with the authorization received from the Argentine Central Bank related thereto.


On the Settlement Date, Capex expects to issue U.S.$ 188,801,600 aggregate principal amount of New Notes and to pay U.S.$ 15,858,000 in cash consideration (excluding the Accrued Interest Payment) as total consideration for the Old Notes validly tendered in the Exchange Offer. For each U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange, Eligible Holders will receive, as applicable: (a) under Option A (Early A Consideration): U.S.$1,000 in cash; or (b) under Option B (Early B Consideration): U.S.$1,040 in New Notes. For the avoidance of doubt, no New Notes will be issued in exchange for Old Notes validly tendered and accepted for exchange in exchange for the Early A Consideration. The Company will also pay in cash to Holders of Old Notes validly tendered and accepted for exchange the Accrued Interest Payment for an aggregate amount of U.S.$3,769,753.57."


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Capex S.A. Announces the Extension of the Early Participation Date of the Exchange Offer for its 6.875% Notes due 2024.

07 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"On July 24, 2023 Capex S.A. (“Capex” or the “Company”) announced the commencement of its offer to exchange (the “Exchange Offer”) any and all of its outstanding 6.875% Notes due 2024 (the “Old Notes”) for newly issued 9.250% Notes due 2028 (the “New Notes”) and cash, as applicable, upon the terms and subject to the conditions set forth in the exchange offer memorandum (the “Exchange Offer Memorandum”), dated July 24, 2023 and the related eligibility letter (the “Eligibility Letter” and, together with the Exchange Offer Memorandum, the “Exchange Offer Documents”).

Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Documents.


Morrow Sodali International LLC, acting as information and exchange agent for the Exchange Offer (the “Information and Exchange Agent”), advised Capex that as of August 4, 2023 at 5:00 p.m., New York City time (the “Original Early Participation Date”), (i) U.S.$11,195,000 in aggregate principal amount of Old Notes, representing approximately 4.69% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option A, and (ii) U.S.$178,310,000 in aggregate principal amount of Old Notes, representing approximately 74.65% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option B, totaling a participation of U.S.$189,505,000 in aggregate principal amount of Old Notes, representing approximately 79.34% of the aggregate principal amount of Old Notes outstanding.


Based on the aggregate principal amount of Old Notes tendered in the Exchange Offer as of the Original Early Participation Date and their election between Option A and Option B, Eligible Holders that tendered their Old Notes under Option A at or prior to the Original Early Participation Date would receive (assuming no additional participation in the Exchange Offer and the acceptance of such Old Notes for exchange) 100% of the Early A Exchange Consideration in cash.


Capex announces that it is extending the period to be eligible to receive the Early Exchange Consideration in respect of the Exchange Offer from the Original Early Participation Date to 11:59 p.m., New York City time, on August 18, 2023. The offer will expire on 11:59 p.m., New York City time, on August 18, 2023.


Capex also announces that the Withdrawal Date expired on August 4, 2023 at 5:00 p.m., New York City time. The Old Notes validly tendered pursuant to the Exchange Offer may no longer be withdrawn, and any Old Notes tendered on or after the date hereof and prior to the Expiration Date may not be withdrawn."


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Capex S.A. Announces the Commencement of an Exchange Offer Relating to its 6.875% Notes due 2024

24 JULY 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire


"BUENOS AIRES, Argentina, July 24, 2023 /PRNewswire/ --

Capex S.A. Offer to Exchange, Any and All of its Outstanding 6.875% Notes due 2024 (CUSIP Nos.: 139612AE5 and P20058AC0 ISIN Nos. US139612AE59 and USP20058AC08)


Capex S.A. ("Capex" or the "Company") hereby announces the commencement of its offer to exchange (the "Exchange Offer") any and all of its outstanding 6.875% Notes due 2024 (the "Old Notes") for newly issued 9.250% Notes due 2028 (the "New Notes") and cash, as applicable, each upon the terms and subject to the conditions set forth in the exchange offer memorandum (the "Exchange Offer Memorandum"), dated July 24, 2023 and the related eligibility letter (the "Eligibility Letter" and, together with the Exchange Offer Memorandum, the "Exchange Offer Documents")."


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