AI Candelaria (Spain), S.A. Announces Commencement Of Tender Offer For Up To US$350,000,000 Of Its 7.500% Senior Secured Notes Due 2028 And Solicitation Of Consents For Proposed Amendments To The Related Indenture

MADRID, April 26, 2021 /PRNewswire/ -- AI Candelaria (Spain), S.A., a capital stock corporation (sociedad anónima) incorporated under the laws of the Kingdom of Spain (the "Issuer") and Credit Suisse Securities (USA) LLC (the "Purchaser") today announced the commencement of an offer by the Purchaser to purchase for cash (the "Tender Offer") up to US$350,000,000 aggregate principal amount of the Issuer's outstanding 7.500% Senior Secured Notes due 2028 (the "Notes") and a solicitation of consents (the "Consent Solicitation") for proposed amendments (the "Proposed Amendments") to the related indenture. The Tender Offer and the Consent Solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 26, 2021 (the "Statement"). The Tender Offer will expire at 11:59 p.m. New York City time, on May 21, 2021, unless extended or earlier terminated by the Purchaser in its sole discretion, subject to applicable law (the "Expiration Time").

Consideration

The consideration for the Notes validly tendered (and not validly withdrawn) pursuant to the Statement (the "Tender Offer Consideration") and accepted for purchase pursuant to the Tender Offer is US$1,105 for each US$1,000 principal amount of the Notes. Subject to the terms and conditions set forth in the Statement, the Purchaser is also offering to pay the Early Tender Payment (as defined below) to each holder of Notes (each, a "Holder" and, collectively, the "Holders") who validly tenders (and does not validly withdraw) its Notes and thereby validly delivers (and does not validly revoke), at or prior to 5:00 p.m., New York City time, on May 7, 2021, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Early Tender/Consent Deadline"), its consent to the Proposed Amendments. The Tender Offer Consideration plus the Early Tender Payment, including the Consent Payment (as defined below), is referred to as the "Total Consideration." The "Early Tender Payment" is an amount in cash equal to US$50 for each US$1,000 principal amount of Notes tendered, which includes an amount in cash equal to US$2.50 (the "Consent Payment") for each US$1,000 principal amount of Notes tendered by such Holder and accepted by the Purchaser for purchase in the Tender Offer. No tenders of Notes submitted after the Expiration Time will be valid.

The following table summarizes the Tender Offer Consideration, the Early Tender Payment, the Total Consideration and the Consent Payment for each US$1,000 principal amount of Notes.

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest from the last interest payment date up to, but not including, the date on which such Notes are purchased.

The Consent Solicitation and Proposed Amendments

Pursuant to the Consent Solicitation, the Purchaser is soliciting from Holders consents ("Consents") to effect the Proposed Amendments, to permit the Issuer to (i) grant a security interest in a debt service reserve account in favor of the holders of the New Notes (as defined below) and the holders of any permitted indebtedness incurred in the future and (ii) clarify certain mechanics relating to the funding of the debt service reserve. The Proposed Amendments do not permit the Issuer to incur any additional indebtedness or liens, nor do they modify any incurrence tests or ratios set forth in the indenture governing the Notes.

Holders have the option either to tender their Notes in the Tender Offer and thereby consent to the Proposed Amendments in the Consent Solicitation or to not tender their Notes in the Tender Offer but to consent to the Proposed Amendments in the Consent Solicitation. In particular, any Holder who tenders Notes pursuant to the Tender Offer will be deemed to have delivered a Consent in respect of such tendered Notes to the Proposed Amendments.

Holders who validly deliver (and do not validly revoke) Consents at or prior to the Early Tender/Consent Deadline, whether or not such Holders also tender the related Notes, will be eligible to receive the Consent Payment. Holders that validly tender Notes and thereby deliver their Consents at or prior to the Early Tender/Consent Deadline (and do not validly withdraw such Notes and therefore do not validly revoke such Consents) will be eligible to receive the Consent Payment in respect of such Notes, even if a smaller principal amount is accepted for purchase pursuant to the Tender Offer due to proration. Holders should refer to the Statement for a detailed description of the Tender Offer's proration procedures.

A Holder that has previously tendered Notes may not revoke a Consent without withdrawing the previously tendered Notes to which such Consent relates. Tendered Notes may be withdrawn and Consents may be revoked at or prior to 5:00 p.m., New York City time, on May 7, 2021 but not thereafter, unless such time is extended by the Purchaser in its sole discretion, subject to applicable law.

Conditions

The Purchaser may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion, subject to applicable law.

This Tender Offer and Consent Solicitation is being made in connection with a potential offering of new notes (the "New Notes") by the Issuer (the "New Notes Offering"). The Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions set forth in the Statement, including, among other things, (i) the pricing of the New Notes Offering on terms and conditions satisfactory to the Issuer and (ii) the receipt of Consents from the Holders of at least a majority in principal amount of the Notes (excluding any Notes owned by the Issuer or its affiliates).

The Issuer has consented to the Purchaser making the Tender Offer and the Consent Solicitation. It is intended that the Notes purchased by the Purchaser in the Tender Offer will be exchanged by the Purchaser with the Issuer for New Notes issued in the New Notes Offering. The Issuer may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.

Settlement

Subject to the terms and conditions of the Tender Offer and Consent Solicitation, and to the Purchaser's right to amend, extend, terminate or withdraw the Tender Offer and Consent Solicitation, the Purchaser expects that payment for all Notes validly tendered (and not validly withdrawn) prior to the Early Tender/Consent Deadline and accepted by the Purchaser will be made on a business day the Purchaser selects promptly following both the Early Tender/Consent Deadline and the satisfaction or waiver of the conditions to consummation of the Tender Offer and Consent Solicitation, which is expected to be May 12, 2021 (subject to change without notice). Payment for all Notes validly tendered after the Early Tender/Consent Deadline and at or prior to the Expiration Time, and accepted by the Purchaser, will be made on a business day the Purchaser selects promptly following both the Expiration Time and the satisfaction or waiver of the conditions to consummation of the Tender Offer and Consent Solicitation, which is expected to be May 26, 2021 (subject to change without notice).

Other

The Issuer has retained Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc. to serve as the Dealer Managers and Solicitation Agents for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer or the Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect); J.P. Morgan Securities LLC at (866) 834-4087 (toll-free) or (212) 834-4087 (collect); and/or SMBC Nikko Securities America, Inc. at (888) 868-6856 (toll-free) or [email protected].

The Information Agent and Tender Agent for the Tender Offer and Consent Solicitation is D.F. King & Co., Inc. To contact the Information Agent and Tender Agent, banks and brokers may call (212) 269-5550, and others may call (800) 967-5019 (toll-free) or email [email protected].

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. In addition, this press release is not a solicitation of Consents to the Proposed Amendments. The Tender Offer and the Consent Solicitation are being made only pursuant to the Statement, copies of which will be delivered to Holders.

The Statement should be read carefully before a decision is made with respect to the Tender Offer and the Consent Solicitation. None of the Purchaser, the Issuer, any Dealer Manager and Solicitation Agent, the Information Agent, the Tender Agent, the Tabulation Agent or any trustee, paying agent, transfer agent or collateral agent, makes any recommendation as to whether or not Holders should tender their Notes or provide their Consents.

The Tender Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction where the securities, blue sky or other laws require tender offers to be made by a licensed broker or dealer and in which the Dealer Managers and Solicitation Agents, or any affiliates thereof, are so licensed, the Tender Offer will be deemed to have been made by any such Dealer Managers and Solicitation Agents, or such affiliates, on behalf of the Issuer.

The New Notes to be offered pursuant to the New Notes Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Forward-Looking Statements

This press release contains statements that are or may constitute "forward-looking statements." Forward-looking statements often are preceded by words such as "anticipate," "believe," "will," "could," "expect," "should," "plan," "seek," "intend," "estimate," "potential" and "assumes," among others. The forward-looking statements contained in this press release include statements about the Tender Offer and Consent Solicitation and the New Notes Offering. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, the Issuer's business involves numerous risks and uncertainties, many of which are beyond the control of the Issuer, which could result in the Issuer's expectations not being realized or otherwise materially affect the Issuer's business, financial condition, results of operation, liquidity and prospects.

SOURCE AI Candelaria (Spain), S.A.