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Guacolda Energia SpA - Tender Offer & Consent Solicitation - Early Expiration
GUACOLDA ENERGÍA SpA announces the expiration of the Early Tender Time, the waiver in part of the Exchange Condition and grant of Withdrawal Rights for its tender offer for any and all of its 4.560% senior notes due 2025 and related consent solicitation
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 Time, at 5:00 p.m. (New York City time), on August 8, 2023, of its previously announced tender offer to purchase for cash (the “Tender Offer”) any and all of its 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the “Notes”). In addition, the Company announces (i) the waiver in part of the Exchange 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”).
Terms used in this announcement and not otherwise defined have the meanings assigned to them in the offer to purchase and consent solicitation statement dated July 19, 2023 (as it may be amended or supplemented prior to the date hereof and hereby and from time to time, the “Offer to Purchase”).
Waiver in part of the Exchange Condition
As previously announced, the Company’s obligation to accept for payment and to pay for any of the Notes in the Tender Offer is conditioned upon the Exchange Condition and the other conditions set out in the Offer to Purchase.
The Exchange Condition is the condition of the valid tender in the Tender Offer and the Exchange Offer taken together, without subsequent withdrawal, of Notes having an aggregate principal amount of at least U.S.$246,447,900.00, or 90.0% of the Outstanding Notes and the consummation of the Exchange Offer in accordance with the terms thereof.
For a description of the conditions to the Tender Offer and Consent Solicitation, see “The Terms of the Tender Offer and the Consent Solicitation—Conditions to the Tender Offer and the Consent Solicitation” in the Offer to Purchase.
The Company hereby announces that it has waived in part the Exchange Condition so that the Company’s obligation to accept for payment and to pay for any of the Notes in the Tender Offer is no longer conditioned upon the valid tender in the Tender Offer and the Exchange Offer taken together, without subsequent withdrawal, of Notes having an aggregate principal amount of at least U.S.$246,447,900.00, or 90.0% of the Outstanding Notes. According to information received from D.F. King & Co., Inc. (“D.F. King”), the Tender and Information Agent for the Tender Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on August 8, 2023, Notes validly tendered in the Tender Offer and Exchange Offer taken together represent an aggregate principal amount equal to US$190,451,000 (or 69.55%, of the aggregate principal amount of the Notes). The Tender Offer remains conditioned upon the other conditions set out in the Offer to Purchase (including the consummation of the Exchange Offer in accordance with the terms thereof), some of which the Company may waive in its sole and absolute discretion as set forth in the Offer to Purchase.
Withdrawal Rights
The Company hereby further announces that it has amended the terms of the Tender Offer to permit Notes tendered in the Tender Offer to be validly withdrawn at any time at or before the New Withdrawal Deadline."
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GUACOLDA ENERGÍA SpA announces the extension of the Early Tender Time and the expiration of the Withdrawal Deadline for its tender offer for any and all of its 4.560% senior notes due 2025 and related consent solicitation
02 AUGUST 2023
Full announcement including disclosures and disclaimers available via prnewswire
"SANTIAGO, Chile, Aug. 2, 2023 /PRNewswire/ -- Guacolda Energía SpA (f/k/a Empresa Eléctrica Guacolda S.A., the "Company") announces today the expiration of the Withdrawal Deadline, at 5:00 p.m., New York City time, on August 1, 2023, of its previously announced tender offer to purchase for cash (the "Tender Offer") any and all of its 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the "Notes"). In addition, the Company announces that, at the suggestion of certain Holders who have requested more time to tender their Notes on or prior to the Early Tender Time, it has extended the Early Tender Time through August 8, 2023, so the deadline for Holders that tender their Notes in the Tender Offer to receive the Total Consideration of U.S.$600.00, 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 August 8, 2023. The Company further announces that, (i) the Requisite Consents for the Proposed Amendments have been obtained, based on the aggregate principal amount of Outstanding Notes (not including any Notes held and tendered by Affiliates of the Company) validly tendered and not validly withdrawn in both the Tender Offer and the Exchange Offer at or before the Withdrawal Deadline; and (ii) provided that the conditions to the Tender Offer and the Consent Solicitation are satisfied or waived in accordance with the Offer to Purchase (as defined below), promptly after the Expiration Date, it will accept for payment all Notes validly tendered and not validly withdrawn at or before the Withdrawal Deadline. Lastly, the Company announces that as a result of the extension of the Early Tender Time, there will be no Early Settlement Date. Except as described above, the terms and conditions of the Tender Offer are described in the offer to purchase and consent solicitation statement dated July 19, 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.
Except as described above, the terms of the Tender Offer and Consent Solicitation remain unchanged, including, without limitation, the Withdrawal Deadline and the Expiration Date. Holders who have previously validly tendered (and not withdrawn) their Notes will not need to re-tender their Notes to be eligible to receive the Total Consideration."
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GUACOLDA ENERGÍA SpA announces the commencement of tender offer for any and all of its 4.560% senior notes due 2025 and related consent solicitation
19 JULY 2023
Full announcement including disclosures and disclaimers available via prnewswire
"SANTIAGO, Chile, July 19, 2023 /PRNewswire/ -- 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") any and all of its 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the "Notes") upon the terms and subject to the conditions described in the offer to purchase and consent solicitation statement dated July 19, 2023 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). In connection with the Tender Offer, the Company concurrently announced that it is soliciting consents (the "Consent Solicitation" and, together with the Tender Offer, the "Tender Offer and Consent Solicitation") from Holders to amend the indenture governing the Notes (the "Indenture"), to eliminate substantially all of the restrictive covenants and certain events of default contained in the Indenture, among other things (the "Proposed Amendments"). 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 payment terms of the Tender Offer and Consent Solicitation:"
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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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