Chile’s Automotores Gildemeister extends early tender consideration

By Wendy Van Sickle

Columbus, Ohio, Oct. 15 – Automotores Gildemeister SA said it is extending the deadline to receive the early consideration to all holders who participate in its exchange offer and consent solicitation for any and all of its outstanding 8¼% senior notes due 2021, 6¾% senior notes due 2023 and 7½% senior secured notes due 2021.

The offers were announced on Sept. 30.

The company also announced in a news release Tuesday that participant positions in the existing senior secured notes are reflected in the depositary trust company at their nominal value, which does not take into consideration the capitalization of interest paid in kind.

Although participants will tender the nominal amount of existing notes in the offers and solicitation, a factor of 1.20090280 will be applied to the existing notes for purposes of determining the principal amount of new notes to be issued, the company announced.

As previously announced, the company is offering to exchange the existing notes for up to $544,566,522 of new 7½% senior secured notes, which will be secured by the collateral that secures the existing secured notes as well as additional collateral; up to 336,599 new series A warrants that, if 100% of the existing senior secured notes are tendered in the exchange offer, will be exercisable for voting common stock equal to 13.16% of the company’s common stock on a fully diluted basis; and up to 501,651 new series B warrants that, if 100% of the existing senior secured notes are tendered in the offer, will be exercisable for non-voting common stock equal to 19.61% of the company’s common stock on a fully diluted basis.

Specifically, holders who tender their existing notes will be eligible to receive in exchange for each $1,000 principal amount of existing notes the following total exchange considerations:

• For the existing senior secured notes, $1,000 principal amount of new notes, plus accrued interest on the existing notes through and including the settlement date to be paid in cash, 0.653 new series A warrants and 0.974 new series B warrants;

• For the 2021 unsecured notes, $1,000 principal amount of new notes, plus accrued interest on the existing notes through and including the settlement date to be paid in cash; and

• For the 2023 notes, $1,000 principal amount of new notes, plus accrued interest on the existing notes through and including the settlement date to be paid in cash.

Previously, each of the considerations included an early premium of $50 of new notes that would only be paid to holders who tendered by the early deadline of 5 p.m. ET on Oct. 14. All holders will now receive that premium, which is reflected in the considerations listed above.

In addition, the company is seeking consents from holders of the existing senior secured notes to amend or waive provisions of the indenture governing those notes. The purpose of the solicitation is to eliminate most restrictive covenants, some affirmative covenants and some events of default and modify some conditions on acceleration and rescissions of acceleration applicable to the existing senior secured notes and to release the liens on assets that currently secure the notes.

The exchange offer and consent solicitation will expire at 5 p.m. ET on Oct. 29.

Holders representing more than 75% of the aggregate outstanding principal amount of the existing senior secured notes have entered into a support agreement committing to tender their notes in the exchange offer and consent solicitation, the company said.

In the event the support agreement is terminated prior to completion of the offer and solicitation, holders may withdraw their tenders up to the expiration date.

The exchange offer and consent solicitation are conditioned on the company receiving tenders of at least 99% of the aggregate outstanding principal amount of the existing senior secured notes.

The Rule 144A, Regulation S and Regulation D exchange offer and consent solicitation are being launched in advance of the Dec. 31 expiration of the company’s distribution agreement with Hyundai Motor Co. Closing of the exchange offer and solicitation is conditioned on Hyundai indicating its intention to renew the distribution agreement on terms no less favorable to the company than the current distribution agreement.

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

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.