Peru’s Lindley tallies early tenders, lifts offer cap to $200 million

By Marisa Wong

Morgantown, W.Va., April 27 – Corporacion Lindley SA said it had received tenders from holders of $140,418,000, or 54%, of its outstanding 4 5/8% notes due 2023 and $124,789,000, or 39%, of its outstanding 6¾% notes due 2021 as of 5 p.m. ET on April 26, the early tender deadline of its previously announced cash tender offer.

The company offered to purchase an aggregate of up to $150 million of the 2021 and 2023 notes. The 2023 notes are subject to a tender cap and have an acceptance priority level of one. The 2021 notes have an acceptance priority level of two. The tender offer began on April 13.

On Wednesday the company announced it is increasing the aggregate maximum tender amount to $200 million from $150 million and increasing the tender cap for the 2023 notes to $130 million from $120 million.

Because the amount of notes tendered by the early deadline exceeds the maximum tender amount and the 2023 notes tender cap, the company plans to accept for purchase $130 million of the 2023 notes and $70 million of the 2021 notes. In other words, the company plans to accept for purchase about 92.6% of the tendered 2023 notes and roughly 56.1% of the tendered 2021 notes on a prorated basis.

The company said it has elected to exercise its early purchase option. Subject to the overall offer cap and the tender cap for the 2023 notes, holders who tendered their notes by the early tender deadline will receive on April 29 the total consideration of $1,055 for each $1,000 principal amount of the 2023 notes and $1,160 for each $1,000 principal amount of the 2021 notes. Each total consideration includes an early tender premium of $30 per $1,000 of notes.

The company will also pay accrued interest to, but not including, the early settlement date.

The company said it reserves the right to further increase or waive the overall tender offer cap or the tender cap for the 2023 notes.

Although the offer is scheduled to expire at 11:59 p.m. ET on May 10, the company does not expect to accept for purchase any notes tendered after the early deadline.

Tenders may no longer be withdrawn.

The tender offers are not conditioned on the tender of any minimum principal amount of notes or on any financing.

The dealer managers are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279). The information agent is D.F. King & Co., Inc. (212 269-5550, 866 416-0565 or lindley@dfking.com).

Lindley is a Coca-Cola and Inka Cola bottler based in Lima, Peru.

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