Lima, Peru - April 8, 2014 - Camposol S.A. (the
"Company")
announced today that it has commenced a solicitation (the
"Solicitation")
of consents (the "Consents") upon the terms and subject to the
conditions set forth in a Notice of Consent Solicitation (as it may
be amended or supplemented from time to time, the "Notice") and the related
Consent Form (the "Consent
Form"), each dated as of April 8, 2014, to a proposed
waiver (the "Proposed
Waiver") of certain provisions of the Indenture, dated
as of February 2, 2012 (as amended or supplemented, the
"Indenture"),
among the Company, Camposol Holding Ltd., as Parent Guarantor,
Campoinca S.A. and Marinazul S.A., as Subsidiary Guarantors, and
Wells Fargo Bank, National Association, as trustee (the
"Trustee"),
registrar, transfer agent and paying agent, governing its 9.875%
Senior Notes due 2017 (the "Notes") (CUSIP Nos. 134638AA3 (Rule 144A
Global Note) and P19189AA0 (Regulation S Global Note); ISIN Nos.
US134638AA39 (Rule 144A Global Note) and USP19189AA04 (Regulation S
Global Note)).
The Company is soliciting Consents from the
holders of the Notes to waive the covenant contained in Section
4.1(a)(i) of the Indenture, "Limitation on Indebtedness and
Disqualified Stock," so as to permit the Company to incur up to
US$75 million in principal amount of new indebtedness on or before
May 15, 2014, to fund its planned capital expenditures, including
investments in plantations, particularly blueberries and shrimp
plantations, as well as investments to expand its
infrastructure. If the covenant in Section 4.1(a)(i) of the
Indenture is not waived as set forth in the Notice, the financial
test set forth in the Indenture would not be satisfied in
connection with the new indebtedness and the new indebtedness would
not be Permitted Indebtedness (as defined in the Indenture).
The Solicitation will expire at 5:00 p.m., New
York City time, on April 16, 2014, or such later time and date to
which the Solicitation is extended (such time and date, the
"Expiration
Time"), unless earlier terminated. The
Solicitation is subject to customary conditions, including, among
other things, the receipt of valid Consents with respect to a
majority in aggregate principal amount of the outstanding Notes
(the "Requisite
Consents") prior to the Expiration Time (which
Consents have not been validly revoked prior to the earlier of the
execution of the supplemental indenture (the "Supplemental Indenture")
giving effect to the Proposed Waiver and the Expiration Time).
In the event that each of the conditions to the
Solicitation described in the Notice are satisfied, including, but
not limited to, the receipt of the Requisite Consents and the
satisfaction of the financing condition, the Company will pay to
each person who is the holder of record of Notes as of 5:00 p.m.,
New York City time, on April 7, 2014 (each such holder, a
"Holder"), who
has delivered a valid Consent in respect of such Notes prior to the
Expiration Time (and has not validly revoked its Consent prior to
the earlier of the execution of the Supplemental Indenture and the
Expiration Time), US$5.00 in cash for each US$1,000 principal
amount of such Notes in respect of which a valid Consent was so
delivered (and was not validly revoked) (the "Consent Fee"). The
Company will pay the Consent Fee at such time as all of the
conditions enumerated in the Notice have been satisfied or waived
by the Company. Holders of Notes who deliver Consents but
validly revoke their Consent in accordance with the Notice prior to
the earlier of the execution of the Supplemental Indenture and the
Expiration Time, or who deliver Consents after the Expiration Time,
will not receive a Consent Fee. Subject to applicable law,
the Solicitation may be abandoned or terminated for any reason at
any time, including after the Expiration Time and prior to the
Proposed Waiver becoming operative, as described below, whether or
not the Requisite Consents have been received, in which case any
Consents received will be voided and no Consent Fee will be paid to
any Holders.
If the Requisite Consents are received prior to
the Expiration Time (which Consents have not been validly revoked
prior to the earlier of the execution of the Supplemental Indenture
and the Expiration Time), the Company, the Parent Guarantor and
each Subsidiary Guarantor intend to execute the Supplemental
Indenture promptly following the receipt of the Requisite Consents,
which may be before the Expiration Time. If the Supplemental
Indenture is entered into by the Company, the Parent Guarantor, the
Subsidiary Guarantors and the Trustee and all of the other
conditions to the Solicitation are satisfied or waived by the
Company, the Proposed Waiver will become operative and will bind
all Holders of the Notes, including those that did not give their
Consent. If the Requisite Consents are not received prior to
the Expiration Time, the Supplemental Indenture will not be
executed, the Proposed Waiver will not become operative and the
Consent Fee will not be paid.
The Company has engaged Credit Suisse Securities
(USA) LLC and Santander Investment Securities, Inc. to act as
Solicitation Agents and D.F. King & Co., Inc. to act as
Information and Tabulation Agent for the Solicitation.
Questions regarding the Solicitation may be directed to Credit
Suisse Securities (USA) LLC at +1 (800) 820-1653
(toll-free) or +1 (212) 538-2147 (collect) and Santander
Investment Securities, Inc. at +1 (212) 583-4652 or
+1 (212) 407-7822 (collect). Requests for documents
relating to the Solicitation may be directed to D.F. King &
Co., Inc. at +1 (800) 549-6746 (toll-free), +1 (212) 269-5550
(banks and brokers) or by email to camposol@dfking.com.
This press release is for informational purposes
only and the Solicitation is only being made pursuant to the terms
of, and subject to the conditions specified in, the Notice and the
related Consent Form. The Solicitation is not being made to,
and Consents are not being solicited from, Holders of Notes in any
jurisdiction in which it is unlawful to make such Solicitation or
grant such Consent. None of the Company, the Parent
Guarantor, any Subsidiary Guarantor, the Trustee, the Solicitation
Agent or the Information and Tabulation Agent makes any
recommendation as to whether or not Holders should deliver
Consents. Each Holder must make its own decision as to
whether or not to deliver Consents. This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities.
About
Camposol
Camposol is the leading agro industrial company in
Peru, the largest exporter of white asparagus and the largest
producer of Hass avocadoes in the world as measured by the number
of planted hectares. It is involved in the harvest, processing and
marketing of high quality agricultural products such as avocadoes,
asparagus, grapes, mangoes, peppers, artichokes, tangerines and
blueberries; which are exported to key markets in Europe, the
United States and Asia.
Forward-Looking Statements
This press release may contain forward-looking
information and statements regarding the Company and the
Solicitation. Any statements included in this press release that
address activities, events or developments that the Company will or
may occur in the future are forward looking statements, these
include among others, statements as to: (i) the Proposed Waiver,
(ii) the expected payment of the Consent Fee, and (iii) the
anticipated incurrence of new indebtedness, which is expected to be
an issue of additional Notes under the Indenture. Actual
results may differ materially due to a variety of important
factors, such factors might include: changed market conditions,
changes in the exchange rate of the Peruvian Nuevo Sol against the
U.S. dollar, the participation of and level of participation by the
Holders in the Solicitation and other factors listed in the Notice
under "Statement Regarding Forward Looking Statements." Except as
required by law, the Company undertakes no obligation to update
forward-looking information if circumstances or management's
estimates or opinions should change. Do not place undue
reliance on forward-looking information.
Contact
Details
Maria Cristina Couturier, Chief
Financial Officer
Phone: +511-634-4100
Email: mcouturier@camposol.com.pe
Camposol - Consent Solicitation
Press Release
Camposol Consent Form
Camposol - Notice of Consent Solicitation
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Camposol Holding Limited via Globenewswire
HUG#1775778
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