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Guacolda Energia SpA - Exchange Offer & Consent Solicitation - Expiration

GUACOLDA ENERGÍA SpA announces the expiration and exchange results for its offer to exchange any and all of its 4.560% senior notes due 2025 and related solicitation of consents


16 AUGUST 2023


Full announcement including disclosures and disclaimers available via Prnewswire


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The Company hereby announces that according to information received from D.F. King & Co., Inc. ("D.F. King"), the Exchange Agent and Information Agent for the Exchange Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on August 15, 2023 (the "Expiration Date"), (i) the Company had received valid tenders of Existing Notes (which are also eligible to be accepted) in the Exchange Offer representing an aggregate principal amount equal to U.S.$168,290,000 (or 61.46%, of the aggregate principal amount of the Existing Notes; and (ii) Existing Notes validly tendered and eligible to be accepted in the Exchange Offer and Concurrent Tender Offer taken together represent an aggregate principal amount equal to U.S.$190,451,000 (or 69.55%, of the aggregate principal amount of the Existing Notes).


The Company confirms that the Minimum Tender Condition and the Requisite Consents Condition have been satisfied or waived prior to this date, and that subject to satisfaction or waiver of the other conditions to the Exchange Offer and Consent Solicitation, which are more fully described under the heading "Terms of the Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation" in the Private Placement Memorandum, the Company expects the settlement of the Exchange Offer to occur on August 17, 2023 (the "Settlement Date").


The Company has accepted for exchange and cancellation all of the Existing Notes validly tendered at or prior to the Expiration Date and not validly withdrawn pursuant to the Exchange Offer, except that the Company has not accepted any tender that would result in the issuance of less than the minimum denomination of New Notes to a participating Eligible Holder. As such, on the Settlement Date, the Company will issue $168,290,000 aggregate principal amount of New Notes, to be paid as consideration of the Existing Notes validly tendered in the Exchange Offer. The New Notes will be issued as fully registered senior notes registered in the name of Cede & Co., which is the partnership nominee of The Depository Trust Company ("DTC"). As noted in the Private Placement Memorandum, it is expected that delivery of the New Notes will be made in book-entry form through DTC, as depositary, for the accounts of its participants and that the New Notes will be credited to the accounts of tendering Eligible Holders on or promptly after the Settlement Date. All Existing Notes tendered and accepted in the Exchange Offer will be retired and canceled."


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GUACOLDA ENERGÍA SpA announces the expiration of the Early Tender Deadline, the waiver of the Minimum Tender Condition and grant of Withdrawal Rights for its offer to exchange any and all of its 4.560% senior notes due 2025 and related solicitation of consents


09 AUGUST 2023


Full announcement including disclosures and disclaimers available via LUXSE


"SANTIAGO, CHILE, August 9, 2023 – Guacolda Energía SpA (f/k/a Empresa Eléctrica Guacolda S.A., the “Company”) announces today the expiration of the Early Tender Deadline, at 5:00 p.m. (New York City time), on August 8, 2023, of its previously announced offer to Eligible Holders (as such terms are defined below) of the Company’s 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the “Existing Notes”) to exchange (the “Exchange Offer”) any and all of the US$273,831,000 aggregate principal amount outstanding of Existing Notes for its newly issued 10.000% Senior Notes due 2030 (the “New Notes”). In addition, the Company announces (i) the waiver of the Minimum Tender Condition and (ii) the grant of withdrawal rights through 11:59 p.m. (New York City time) on August 10, 2023 (the “New Withdrawal Deadline”).


Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Private Placement Memorandum dated July 19, 2023 (as it may be amended or supplemented prior to the date hereof and hereby and from time to time, the “Private Placement Memorandum”).


Waiver of the Minimum Tender Condition


As previously announced, the exchange of Existing Notes for New Notes in the Exchange Offer is conditioned upon the Minimum Tender Condition and the other conditions set out in the Private Placement Memorandum. The Minimum Tender Condition is the condition that at least US$246,447,900, or 90% of the aggregate outstanding principal amount of Existing Notes shall have been validly tendered and not withdrawn in the Exchange Offer and Concurrent Tender Offer taken together. For a description of the conditions to the Exchange Offer and Consent Solicitation, see “Terms of the Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” in the Private Placement Memorandum.


The Company hereby announces that it has waived the Minimum Tender Condition so that the exchange of Existing Notes for New Notes in the Exchange Offer is no longer conditioned upon the Minimum Tender Condition. According to information received from D.F. King & Co., Inc. (“D.F. King”), the Exchange Agent and Information Agent for the Exchange Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on August 8, 2023, Existing Notes validly tendered in the Exchange Offer and Concurrent Tender Offer taken together represent an aggregate principal amount equal to US$190,451,000.00 (or 69.55%, of the aggregate principal amount of the Existing Notes). The Exchange Offer remains conditioned upon the other conditions set out in the Private Placement Memorandum, some of which the Company may waive in its sole and absolute discretion as set forth in the Private Placement Memorandum.


Withdrawal Rights


The Company hereby further announces that it has amended the terms of the Exchange Offer to permit Existing Notes tendered in the Exchange Offer to be validly withdrawn at any time at or before the New Withdrawal Deadline."


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GUACOLDA ENERGÍA SpA announces the commencement of offer to exchange any and all of its 4.560% senior notes due 2025 and related solicitation of consents (running concurrently with the Tender offer and Consent Solicitation dated 19 July 2023)


19 JULY 2023


Full announcement including disclosures and disclaimers available via LUXSE (dated 24th July 2023)


"SANTIAGO, CHILE, July 19, 2023 – Guacolda Energía SpA (f/k/a Empresa Eléctrica Guacolda S.A., the “Company”) announced today that it has commenced an offer to Eligible Holders (as such terms are defined below) of the Company’s 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the “Existing Notes”) to exchange (the “Exchange Offer”) any and all of the US$273,831,000 aggregate principal amount outstanding of Existing Notes for its newly issued 10.000% Senior Notes due 2030 (the “New Notes”). The Exchange Offer is being made pursuant to the terms of the Exchange Offer Materials (as defined below).


The Company concurrently announced that it is soliciting consents (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) from Eligible Holders to amend the indenture governing the Existing Notes (the “Existing Indenture”), to eliminate substantially all of the restrictive covenants and certain events of default contained in the Existing Indenture, among other things (the “Proposed Amendments”), upon the terms and subject to the conditions set forth in a confidential Private Placement Memorandum dated on or about the date hereof (the “Private Placement Memorandum”), which is only available to Eligible Holders.


Delivery of consents to the Proposed Amendments by Holders of at least a majority of the aggregate principal amount of the Existing Notes is required for the adoption of the Proposed Amendments (the “Requisite Consents”). The principal purpose of the Exchange Offer and Consent Solicitation is to reprofile the Company’s indebtedness and improve its capital structure."


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***PREVIOUS OFFER DETAILS BELOW***


 

Guacolda Energía SpA announces expiration and tender results for its tender offer to purchase for cash up to U.S.$80,000,000 Aggregate Maximum Purchase Price of its 4.560% Senior Notes due 2025


12 APRIL 2023


Full announcement including disclosures and disclaimers available via prnewswire


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"On March 13, 2023, the Company commenced the Tender Offer for an aggregate purchase price up to U.S.$80,000,000, excluding Accrued Interest (as defined below) and any additional amounts as set forth in the Offer to Purchase (such purchase price, the "Aggregate Maximum Purchase Price"). In addition, Holders that validly tendered (and not withdrew) their Notes will receive accrued and unpaid interest, if any, on such Notes from the last interest payment date with respect to those Notes to, but not including, the final settlement date ("Accrued Interest"), and any additional amounts as set forth in the Offer to Purchase. No tenders will be valid if submitted after the Expiration Date (as defined below).


Subject to the terms and conditions of the Tender Offer, the consideration for each U.S.$1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be U.S.$400.00 (the "Tender Offer Consideration"). Holders of Notes that were validly tendered at or prior to 5:00 p.m., New York City time, on March 31, 2023 (the "Amended Early Tender Time") and accepted for purchase pursuant to the Tender Offer will receive the "Total Consideration", which includes the Tender Offer Consideration plus the early tender premium of U.S.$50.00 for each U.S.$1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer (the "Early Tender Premium"). Holders of Notes tendered after the Amended Early Tender Time, but before the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration, but not the Early Tender Premium.


The Company hereby announces that, according to information received from D.F. King & Co., Inc. ("D.F. King"), the Tender and Information Agent for the Tender Offer, as of 5:00 p.m., New York City time, on April 11, 2023 (the "Expiration Date"), the Company had received valid tenders of Notes representing an aggregate principal amount equal to U.S.$132,462,000.


Because the Total Consideration payable to Holders who validly tendered Notes prior to the Expiration Date did not exceed the Aggregate Maximum Purchase Price, the Notes validly tendered by such Holders will not be subject to proration pursuant to the terms of the Offer to Purchase. The Company's obligation to pay for the Notes is subject to the satisfaction or waiver of certain conditions, which are fully described under the heading "The Terms of the Tender Offer—Conditions to the Tender Offer" in the Offer to Purchase. Accordingly, the Company confirms that as of the Expiration Date, the General Conditions and the Secured Financing Condition have been satisfied.


The Company has accepted for purchase the full amount of Notes validly tendered at or prior to the Expiration Date and not validly withdrawn pursuant to the Tender Offer and expects that the final settlement date will occur on April 13, 2023. All Notes that are tendered and accepted in the Tender Offer will be retired and canceled."

 

Guacolda Energía SpA announces early results for its tender offer to purchase for cash up to U.S.$80,000,000 Aggregate Maximum Purchase Price of its 4.560% senior notes due 2025


03 APRIL 2023


Full announcement available via prnewswire


"SANTIAGO, Chile, April 3, 2023 /PRNewswire/ -- Guacolda Energía SpA (f/k/a Empresa Eléctrica Guacolda S.A., the "Company") announces today the expiration of the early tender period (as extended), at 5:00 p.m., New York City time, on March 31, 2023 (the "Amended Early Tender Time"), of its previously announced tender offer to purchase for cash (the "Tender Offer") its 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the "Notes"). The terms and conditions of the Tender Offer are described in the offer to purchase, dated March 13, 2023 (as it has been and may be amended or supplemented from time to time, the "Offer to Purchase"). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.


On March 13, 2023, the Company commenced the Tender Offer for an aggregate purchase price up to U.S.$80,000,000, excluding Accrued Interest (as defined below) and any additional amounts as set forth in the Offer to Purchase (such purchase price, subject to increase by the Company, the "Aggregate Maximum Purchase Price"). In addition, Holders that validly tendered (and not withdrew) their Notes will receive accrued and unpaid interest, if any, on such Notes from the last interest payment date with respect to those Notes to, but not including, the final settlement date ("Accrued Interest"), and any additional amounts as set forth in the Offer to Purchase.


According to information received from D.F. King & Co., Inc. ("D.F. King"), the Tender and Information Agent for the Tender Offer, as of 5:00 p.m., New York City time, on March 31, 2023, the Company had received valid tenders of Notes representing an aggregate principal amount equal to U.S.$132,262,000. Since the Total Consideration payable to Holders who validly tendered Notes prior to the Amended Early Tender Time will not exceed the Aggregate Maximum Purchase Price, the Notes validly tendered by such Holders will not be subject to proration pursuant to the terms of the Offer to Purchase, in the event such Notes are accepted for purchase upon satisfaction or waiver of the conditions to the Tender Offer. If proration of the Notes validly tendered after the Amended Early Tender Time is required, the Company will determine the final proration factor as soon as practicable after the Expiration Date; provided that Notes tendered before the Amended Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Amended Early Tender Time. Any Notes that are tendered and accepted in the Tender Offer will be retired and canceled."

 

Guacolda Energía SpA announces early results for its tender offer to purchase for cash up to U.S.$80,000,000 Aggregate Maximum Purchase Price of its 4.560% senior notes due 2025


27 MARCH 2023


Full announcement available via prnewswire


"SANTIAGO, Chile, March 27, 2023 /PRNewswire/ -- Guacolda Energía SpA (f/k/a Empresa Eléctrica Guacolda S.A., the "Company") announces today the expiration of the early tender period, at 5:00 p.m., New York City time, on March 24, 2023 (the "Original Early Tender Time"), of its previously announced tender offer to purchase for cash (the "Tender Offer") its 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the "Notes"). In addition, the Company announces that it has extended the Early Tender Time (except for the purpose of proration as described below) through March 31, 2023, so the deadline for Holders that tender their Notes to receive the "Total Consideration" of U.S.$450.00, which includes an "Early Tender Premium" of U.S.$50.00, per U.S.$1,000 principal amount of Notes will now be at 5:00 p.m., New York City time, on March 31, 2023 (the "Amended Early Tender Time"). The terms and conditions of the Tender Offer are described in the offer to purchase, dated March 13, 2023 (as it may be amended or supplemented hereby and from time to time, the "Offer to Purchase"). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.


On March 13, 2023, the Company commenced the Tender Offer for an aggregate purchase price up to U.S.$80,000,000, excluding Accrued Interest (as defined below) and any additional amounts as set forth in the Offer to Purchase (such purchase price, subject to increase by the Company, the "Aggregate Maximum Purchase Price").

According to information received from D.F. King & Co., Inc. ("D.F. King"), the Tender and Information Agent for the Tender Offer, as of 5:00 p.m., New York City time, on March 24, 2023, the Company had received valid tenders of Notes representing an aggregate principal amount equal to U.S.$129,282,000. Since the Total Consideration payable to Holders who validly Notes prior to the Original Early Tender Time will not exceed the Aggregate Maximum Purchase Price, the Notes validly tendered by such Holders will not be subject to proration pursuant to the terms of the Offer To Purchase, in the event such Note are accepted for purchase upon satisfaction or waiver of the conditions to the Tender Offer. If proration of the Notes validly tendered after the Original Early Tender Time is required, the Company will determine the final proration factor as soon as practicable after the Expiration Date; provided that Notes tendered before the Amended Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Amended Early Tender Time."

 

GUACOLDA ENERGÍA SpA announces the commencement of tender offer to purchase for cash up to U.S.$80,000,000 Aggregate Maximum Purchase Price of its 4.560% senior notes due 2025


14 MARCH 2023


Full announcement available via LUXSE


SANTIAGO, CHILE, March 13, 2023 – Guacolda Energía SpA (f/k/a Empresa Eléctrica Guacolda S.A., the “Company”) announced today that it has commenced a tender offer to purchase for cash (the “Tender Offer”) its 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the “Notes”) for an aggregate purchase price up to U.S.$80,000,000, excluding Accrued Interest (as defined below) and any additional amounts as set forth in the Offer to Purchase (as defined below) (such purchase price, subject to increase by the Company, the “Aggregate Maximum Purchase Price”), upon the terms and subject to the conditions described in the offer to purchase dated March 13, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.


The following table sets forth certain terms of the Tender Offer:



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