MEDELLÍN, Colombia,
July 11, 2019 /PRNewswire/
-- Empresas Públicas de Medellín E.S.P. ("EPM") announced
today the expiration and results of its previously announced
offer to purchase for cash any and all of its outstanding 8.375%
Notes due 2021 (CUSIP No.: 29246B AB4
(144A) / P9379R AB3 (Reg S) / ISIN No.: US29246BAB45 (144A) /
USP9379RAB35 (Reg S)) (the "Notes"), from beneficial owners thereof
(each, a "Holder" and collectively, the "Holders"), upon the terms
and subject to the conditions set forth in the Offer to Purchase,
dated July 2, 2019 (the "Offer to
Purchase") (the "Offer"). Capitalized terms not defined herein
shall have the meaning ascribed to them in the Offer to
Purchase.
EPM hereby announces that as of July 11,
2019, at 8:00 a.m.,
New York City time (the
"Expiration Date"), a total of Ps.1,119,178 million aggregate
principal amount of Notes had been validly tendered and not validly
withdrawn in the Offer, representing 89.53% of the aggregate
principal amount of the Notes outstanding.
EPM will accept for purchase on July 18,
2019 (the "Settlement Date"), all Notes validly tendered
(and not validly withdrawn or rejected) subject to the terms and
conditions described in the Offer to Purchase. Holders whose
tenders have been accepted will receive Ps.1,040 for each Ps.1,000
principal amount of Notes validly tendered (and not validly
withdrawn or rejected) (the "Consideration"). The Consideration
will be payable in U.S. dollars and converted at Ps.3,212.91 per
U.S.$1.00, the representative market
rate for the purchase of U.S. dollars with Colombian pesos as
calculated and published by the Superintendence of Finance of
Colombia (Superintendencia
Financiera de Colombia) at the
end of July 10, 2019, the Business
Day prior to the Expiration Date. In addition, Holders who validly
tendered and did not validly withdraw their Notes in the Offer will
also be paid accrued and unpaid interest from, and including,
the last interest payment date up to, but not including, the
Settlement Date ("Accrued Interest").
Following consummation of the Offer, Ps.130,822 million
aggregate principal amount of the Notes are expected to remain
outstanding.
Global Bondholder Services Corporation is acting as the tender
agent (in such capacity, the "Tender Agent") and as the information
agent (in such capacity, the "Information Agent") for the Offer.
HSBC Securities (USA) Inc., J.P.
Morgan Securities LLC and Scotia Capital (USA) Inc. are acting as Dealer Managers for
the Offer (the "Dealer Managers").
NEITHER THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENTS
RELATING TO THE OFFER HAVE BEEN FILED WITH OR REVIEWED BY ANY
FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY
OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED
UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF
OTHER DOCUMENT RELATING TO THE OFFER. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
Neither the Offer to Purchase nor this press release constitutes
an offer to purchase the Notes in any jurisdiction in which, or to
or from any person to or from whom, it is unlawful to make such
offer under applicable securities or "blue sky" laws. If EPM
becomes aware of any jurisdiction in which the making of the Offer
would not be in compliance with applicable laws, EPM will make a
good faith effort to comply with any such laws. If, after such good
faith effort, EPM cannot comply with any such laws, the Offer will
not be made to (nor will tenders of Notes be accepted from or on
behalf of) the owners of Notes residing in such jurisdiction.
Neither the delivery of the Offer to Purchase nor any purchase
hereunder shall under any circumstances create any implication that
the information contained herein is correct as of any time
subsequent to the date hereof or that there has been no change in
the information set forth herein or in any attachments hereto or in
EPM's affairs since the date hereof. The Dealer Managers may be
tendering Notes in connection with the Offer.This press release
does not constitute an offer to sell any securities or the
solicitation of an offer to buy any securities. Any offering of
securities will only be made by an offering document and any such
offering may not be registered with the SEC.
The Tender Agent
and Information Agent for the Offer is:
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Global Bondholder
Services Corporation
Attn: Corporate
Actions
65 Broadway – Suite
404
New York, New York
10006
United
States
Banks and Brokers
call: +1 (212) 430-3774
All others call toll
free (U.S. only): +1 (866) 924-2200
Email:
contact@gbsc-usa.com
By Facsimile: (For
Eligible Institutions only): +1 (212) 430-3775/3779
Confirmation: +1
(212) 430-3774
|
By Mail:
65 Broadway – Suite 404
New York, NY
10006
|
By Overnight
Courier:
65 Broadway – Suite 404
New York, NY
10006
|
By Hand:
65 Broadway – Suite 404
New York, NY
10006
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|
Any questions or
requests for assistance or for additional copies of the Offer to
Purchase may be directed to the Information Agent at one of its
telephone numbers above. A Holder may also contact the Dealer
Managers at their telephone numbers set forth below or its broker,
dealer, custodian bank, commercial bank, depository, trust company
or other nominee for assistance concerning the
Offer.
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The Dealer
Managers for the Offer are:
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HSBC Securities
(USA) Inc.
452 Fifth
Avenue
New York, NY
10018
Attention: Liability
Management
Group
Toll Free: +1
866-HSBC-4LM
Collect: + 1
212-525-5552
In Europe: + 011 44
(0) 20 7992 6237
|
J.P. Morgan
Securities LLC
383 Madison
Avenue
New York, NY
10179
Attention: Latin
America Debt Capital Markets
Toll Free: (866)
846-2874
Collect: (212)
834-7279
For Notices: (212)
834-6326 (fax)
|
Scotia Capital
(USA) Inc.
250 Vesey
Street
New York, NY
10281
Attention: Debt
Capital Markets
Toll Free: +1 (800)
372-3930
Collect: +1 (212)
225-5559
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The Offer to Purchase shall be available online
at https://www.gbsc-usa.com/EPM/ until the consummation
or termination of the Offer.
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties,
and assumptions. No assurance can be given that the transactions
described herein will be consummated or as to the final terms of
any such transactions. EPM assumes no obligation to update or
correct the information contained in this press release.
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SOURCE Empresas Públicas de Medellín E.S.P.