Peru’s Auna seeks consents from holders of 6½% notes due 2025

By William Gullotti

Buffalo, N.Y., May 24 – Auna SAA is soliciting consents from holders of its outstanding $300 million 6½% notes due 2025 (Cusips: 05151VAA5, P0592VAA6) ahead of plans for a merger, according to a press release on Wednesday.

The company is offering a consent payment of $1.25 per $1,000 principal amount to noteholders validly delivering, and not validly revoking, consents to proposed amendments to the indenture governing the notes.

Auna is soliciting consents in order to allow it to merge with or into a successor issuer, subject to certain conditions. Said conditions include that the interest coverage ratio for the successor issuer (and its restricted subsidiaries on a consolidated basis) would not be lower than such ratio for Auna (and its restricted subsidiaries on a consolidated basis) immediately prior to such transaction.

Holders of a majority of the outstanding principal amount must validly deliver, and not validly revoke, consents to the proposed amendments for the supplemental indenture to become effective.

If approved and after the supplemental indenture is effective, the Auna expects to redomicile to Luxembourg by way of a merger of Auna SAA into Auna SA. As part of the merger, the new Luxembourg entity will allocate all the assets and liabilities of the company to, and hold them through, its Peruvian branch, Auna SA, Sucursal del Peru. Accordingly, the company expects that the Luxembourg Entity will be the successor issuer of the notes.

The solicitation will expire at 5 p.m. E.T. on June 7, which is the also the withdrawal deadline.

Banco BTG Pactual SA – Cayman Branch (212 293-4600; ol-dcm@btgpactual.com), HSBC Securities (USA) Inc. (888 472-2456 or 212 525-5552), J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279) and Santander US Capital Markets LLC (212 940-1442 or 855 404-3636; USDCMLM@santander.us) are acting as the solicitation agents.

Global Bondholder Services Corp. (212 430-3774 or 855 654-2014; contact@gbsc-usa.com) is acting as the information and tabulation agent.

Auna is a health and wellness company based in Borja, Peru.

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