Clisa gets tenders, consents for $253.5 million 9½% notes so far

By Angela McDaniels

Tacoma, Wash., Dec. 30 – Argentina’s Compania Latinoamericana de Infraestructura & Servicios SA (Clisa) announced the early results of its offer to exchange any and all of its outstanding $300 million 9½% senior notes due 2023 guaranteed by Cliba Ingenieria Urbana SA and Benito Roggio e Hijos SA for new 9½% senior secured notes due 2023.

Holders had tendered $253,495,000 principal amount, or 84.5%, of the notes as of the early participation date, 9 a.m. ET on Dec. 27, according to a company news release.

As a result, the condition that at least 80% of the notes be tendered will be complied with if tenders are not withdrawn.

In addition, the company announced that it will make the early participation payment to holders tendering their notes by the expiration date, 9 a.m. ET on Jan. 14. As a result, all holders who tender are entitled to receive the early participation payment.

The exchange offer and a consent solicitation for the notes began Dec. 13.

As previously reported, Clisa is soliciting consents to some proposed amendments to the indenture governing the old notes.

The proposed amendments require consents from holders of more than 50% of the outstanding principal amount. If approved, the amendments will eliminate substantially all of the restrictive covenants and some events of default and related provisions under the old indenture.

Holders who exchange old notes for new notes under the exchange offer must also deliver consents to the proposed amendments. Likewise, holders may not deliver consents without exchanging their notes.

For each $1,000 principal amount of old notes tendered by the expiration date, holders will receive $1,000 principal amount of new notes, an early participation payment of $5 in cash and a consent see of $5 in cash.

Accrued interest up to but excluding the exchange date will also be paid in cash.

The exchange date is expected to be Jan. 17.

Tenders may be withdrawn and consents revoked at any time prior to 9 a.m. ET on Jan. 14.

The new notes will be substantially similar to the old notes (i.e., same issuer and guarantors, same currency, coupon and maturity and same governing law – New York), with two main differences: Clisa’s option to make the July 2020 and January 2021 interest payments on the new notes in kind, in whole or in part, at a rate of 11½%, and the fact that the new notes will be secured by a pledge of 100% of the shares of Tecsan, one of Clisa’s main subsidiaries.

Clisa said it is “taking a proactive approach to manage its working capital and liquidity needs, due to existing concerns about the macroeconomic prospects of Argentina, including high levels of inflation and interest rates in pesos, currency devaluation, a decrease in public infrastructure investments due to budgetary restrictions and the uncertainty about fiscal, monetary and infrastructure policies derived from the political transition resulting from the recent change in public authorities at the national, provincial and municipal levels.”

Specifically, Clisa is seeking to preserve its liquidity and improve its financial position through 2021 through the exchange offer.

BCP Securities, LLC (203 629-2181) is the dealer manager and solicitation agent for the offer. Banco CMF SA (+54 11 4318 6800) is the Argentine dealer manager and solicitation agent.

D.F. King (clisa@dfkingltd.com, +44 20 7920 9700, 212 269-5550, 800 901-0068 or https://sites.dfkingltd.com/clisa) is the information, exchange and tabulation agent.

Clisa is a Buenos Aires-based infrastructure manager and developer with construction, waste management, transportation and water supply services as its principal business segments.

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