Automotores Gildemeister gives final tally under exchange offer

By Marisa Wong

Los Angeles, Oct. 30 – Chile’s Automotores Gildemeister SA announced the final results of its exchange offer and consent solicitation for any and all of its outstanding $24,194,000 8¼% senior notes due 2021, $5,122,000 6¾% senior notes due 2023 and $515,250,522 7½% senior secured notes due 2021.

As of 5 p.m. ET on Oct. 29, the expiration date, holders had tendered 98.13% of the senior secured notes due 2021.

The exchange offer and consent solicitation were conditioned on the company receiving tenders of at least 99% of the aggregate outstanding principal amount of the 2021 secured notes. According to a Wednesday press release, the required noteholders have waived the minimum tender condition.

As of the expiration time, holders had also tendered $1.7 million of the 2021 unsecured notes and $2.5 million of the 2023 notes.

Settlement is slated for Nov. 7.

As announced on Sept. 30, 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.

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 previously noted.

Originally, 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. The offer was later amended so that all holders could receive that premium.

The company sought 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 was 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.

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

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.

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