Frigorífico Concepción S.A. Announces Cash Tender Offer and Consent Solicitation

Frigorífico Concepción S.A. Offer to Purchase for Cash and Solicitation of Consents relating to Outstanding 10.25% Senior Secured Notes due 2025 (the "Notes")

June 21, 2021 11:18 PM EDT

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ASUNCIÓN, Paraguay, June 21, 2021 /PRNewswire/ -- Frigorífico Concepción S.A (the "Company") hereby announces the commencement of its (i) offer to purchase any and all of the Company's outstanding Notes for the consideration set forth in the table below (the "Offer to Purchase"); and (ii) solicitation of consents (the "Consent Solicitation") to certain proposed amendments (the "Proposed Amendments"), each upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 21, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation Statement.

Title of Notes(1)

CUSIPs and ISINs(144A and Reg S)

Principal Amount Outstanding

Early Tender Consideration(2) 

Late Tender Consideration(2)

10.25% Senior Secured Notes due 2025

358649 AB7,358649AA9;P40568BW9P40568CH1 / US 358649AB71US 358649AA91;US P40568BW95,US P40568CH10

US$161 million

US$1,120

US$1,090

__________________________

(1)

The Notes are currently listed on the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market.

(2)

Per US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by us. Excludes Accrued Interest (as defined in the Offer to Purchase).

In order to be eligible to receive the Early Tender Consideration, Holders of Notes must validly tender their Notes and not validly withdraw, on or prior to 5:00 p.m., New York City time, on July 2, 2021 (such date and time, as the same may be extended, the "Early Tender Deadline"). The Tender Offer will expire at 11:59 p.m., New York City time, on July 19, 2021 unless extended (the "Expiration Time").  Holders of Notes who validly tender their Notes after the Early Tender Deadline, but on or prior to the Expiration Time will be eligible to receive only the Late Tender Consideration (as defined below). Notes validly tendered may be validly withdrawn, at any time prior to 5:00 p.m., New York City time on July 2, 2021, unless extended by us in our sole discretion (such date and time, as the same may be extended, the "Withdrawal Deadline"), but not thereafter. The Payment Date for the Offer to Purchase will be promptly following the Expiration Time and is expected to be on or about July 21, 2021, which is the second business day after the Expiration Time (as the same may be extended).

Holders of the Notes may not tender their Notes without also delivering their Consent to the Proposed Amendments and vice versa. Tendered Notes may be withdrawn and delivered Consents may be revoked at any time at or prior to the Withdrawal Deadline (which prior to any extension of any Early Tender Deadline is the same time as the initial Early Tender Deadline), but not after. A valid withdrawal of tendered Notes will constitute the concurrent valid revocation of such Holder's related Consents and vice versa.

In order for the Proposed Amendments to be approved, Consents must be received in respect of at least 90% in aggregate principal amount of Notes outstanding (the "Requisite Consents").

The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the receipt of the Requisite Consents ("Requisite Consent Condition") and the receipt by the Company of proceeds from a proposed issuance of new notes in an amount sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase and to pay all fees and expenses in connection therewith (the "Financing Condition").

The purpose of the Offer to Purchase is to repurchase any and all of the Notes and thereby reduce or fully refinance the Company's outstanding indebtedness under the Notes. The Consent Solicitation seeks, among other measures, to relinquish permanently and unconditionally all rights of the holders of Existing Notes to the Collateral and permit the Company to grant security interests in the Collateral (other than the Released Collateral) for the benefit of the holders of the New Notes, in the manner described in the Offer to Purchase and Consent Solicitation Statement and to amend the Indenture to remove certain covenants and events of default.

Although the Company currently has no plans or arrangements to do so, it reserves the right to amend, at any time, the terms of the Offer to Purchase or the Consent Solicitation in accordance with applicable law. The Company will give Holders notice of any amendments and will extend the Expiration Time if required by applicable law.

Global Bondholder Services Corporation will act as the Information Agent and Depositary for the Offer to Purchase and the Consent Solicitation. Questions or requests for assistance related to any of the Offer to Purchase and the Consent Solicitation or for additional copies of the Offer to Purchase and Consent Solicitation Statement may be directed to Global Bondholder Services Corporation by telephone at (866) 470-3700 (U.S. toll free) and +1 (212) 430-3774 (collect), in writing at 65 Broadway – Suite 404, New York, New York 10006, by email to contact@gbsc-usa.com or by facsimile transmission at (212) 430-3775/3779. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase and Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement is available for Eligible Holders at the following web address: https://www.gbsc-usa.com/frigorifico

BofA Securities is acting as dealer manager (the "Dealer Manager") for the Offer to Purchase and Consent Solicitation.

BofA SecuritiesOne Bryant ParkNew York, New York 10036Collect: +1 646 855 8988Toll Free: +1 888 292 0070

Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offer to Purchase and the Consent Solicitation before the deadlines specified in the Offer to Purchase and Consent Solicitation Statement. The deadlines set by any such intermediary and The Depository Trust Company ("DTC") for the submission of tender instructions will be earlier than the relevant deadlines specified above.

Important Notice

None of the Company, the Dealer Manager, the Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should or should not tender any Notes or provide consents in response to the Tender Offer and Consent Solicitation or expressing any opinion as to whether the terms of the Tender Offer and Consent Solicitation are fair to any Holder. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender, and provide any Consents. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and Consent Solicitation is being made solely by means of the Offer to Purchase. The Tender Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer and consent solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Tender Offer and Consent Solicitation. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.

Cision View original content:http://www.prnewswire.com/news-releases/frigorifico-concepcion-sa-announces-cash-tender-offer-and-consent-solicitation-301316899.html

SOURCE Frigorífico Concepción S.A.



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