Gildemeister offers dollar, UF notes in exchange for 6¾%, 8¼% notes

New York, April 7 – Automotores Gildemeister SA announced an offer to exchange its existing 8¼% senior notes due 2021 and 6¾% senior notes due 2023 for a combination of new dollar-denominated senior secured notes and Unidad de Fomento-denominated subordinated unsecured payment certificates.

In total, Gildemeister is offering up to $359.5 million of 9% senior secured notes due 2020 and the UF equivalent of up to $330 million of payment certificates.

For each $1,000 principal amount of the 8¼% notes, Gildemeister will deliver $500 of the 9% senior secured notes and the UF equivalent of $450 of payment certificates.

Holders of the 6¾% notes are being offered $450 of the 9% senior secured notes and the UF equivalent of $500 of payment certificates.

Gildemeister will also pay accrued interest up to but excluding the settlement date in cash.

The company is also soliciting consents to amend or waive provisions of the note indentures to eliminate most restrictive covenants, some affirmative covenants and certain events of default and to modify certain conditions on acceleration and rescissions of acceleration.

Holders who tender by the early tender date of April 17 will receive a consent payment of $15.00 in cash and $35.00 of new senior secured notes per $1,000 principal amount.

Payment of the consent consideration is subject to the early tender condition that at least a majority of each series of existing notes is tendered by the early tender date.

The exchange ends at 5 p.m. ET on May 1.

Tenders and consents may only be withdrawn if the transaction is not completed by June 30 or, for those who participate before the early tender date, if the early tender condition is not satisfied.

The new senior secured notes will be guaranteed by Marc Leasing, Fonedar SA, Automotores Motor Haus, SA, Camur SA, Lodinem SA, and Bramont Montadora Industrial de Veiculos SA as well as any other restricted subsidiaries acquired or created after the date of the indenture other than a Peruvian restricted subsidiary. They will be secured by a first-priority lien on the shares of Automotores Gildemeister Peru SA owned by the company.

The new subordinated unsecured payment certificates are expected to mature on June 30, 2035 and will not pay interest.

The exchange is being carried out under Rule 144A and Regulation S.

Global Bondholder Services Corp. (866 470-4200, banks and brokers call 212 430-3774) is exchange and information agent.

Gildemeister is a Santiago, Chile-based vehicle importer and distributor primarily operating in Chile and Peru.

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