Pesquera Exalmar Commences Cash Tender Offer And Consent Solicitation For Any And All Of Its Outstanding 8.000% Senior Notes Due 2025

LIMA, Peru, May 21, 2021 /PRNewswire/ -- Pesquera Exalmar S.A.A. ("Exalmar") announced today that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 8.000% Senior Notes due 2025 (the "Notes"). In conjunction with the Tender Offer, Exalmar is also soliciting (the "Consent Solicitation") consents ("Consents") from the holders of the Notes ("Holders") for the adoption of proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture") to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture. The Tender Offer and Consent Solicitation are being made pursuant to, and subject to the terms and conditions set forth in, an Offer to Purchase and Consent Solicitation Statement, dated May 21, 2021 (as may be amended or supplemented from time to time, the "Offer to Purchase").  Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.

The deadline for Holders to validly tender their Notes and deliver Consents and be eligible to receive the Total Consideration, which includes the Early Tender Payment, will be 5:00 p.m., New York City time, on June 4, 2021, unless extended or earlier terminated by Exalmar (such date and time, as the same may be extended by Exalmar, the "Early Expiration Time"). The Tender Offer will expire at 11:59 PM, New York City time, on June 18, 2021, unless extended or earlier terminated by Exalmar (such date and time, as the same may be extended by Exalmar, the "Expiration Time"). Notes tendered may be withdrawn and Consents for the Proposed Amendments delivered may be revoked at any time prior to 5:00 p.m., New York City time, on Exalmar, unless extended or earlier terminated by Exalmar (such date and time, as the same may be extended by Exalmar, the "Withdrawal Deadline"), but not thereafter, except as may be required by applicable law.

The "Total Consideration" payable to Holders for each $1,000 principal amount of Notes that is validly tendered (and not validly withdrawn) at or prior to the Early Expiration Time and accepted for purchase by Exalmar will be $1,000.00. The Total Consideration includes an early tender payment (the "Early Tender Payment") of $30.00 per $1,000 principal amount of Notes (which is payable in respect of Notes tendered at or prior to the Early Expiration Time and accepted for purchase) and the tender offer consideration (the "Tender Offer Consideration") of $970.00 per $1,000 principal amount of Notes (which is payable in respect of Notes tendered pursuant to the Tender Offer at or prior to the Expiration Time and which are accepted for purchase by Exalmar). Holders validly tendering their Notes after the Early Expiration Time but at or prior to the Expiration Time and whose Notes are accepted for purchase by Exalmar will be eligible to receive only the Tender Offer Consideration, and will not be eligible to receive the Early Tender Payment.

In addition to the Total Consideration and the Tender Offer Consideration, as the case may be, 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 on their Notes to, but not including, the applicable Payment Date ("Accrued Interest").

In order for the Proposed Amendments to be adopted, Consents must be received from Holders of a majority of the aggregate outstanding principal amount of the Notes (excluding Notes owned by Exalmar or its affiliates) (the "Requisite Consents").  Any Holder who tenders Notes pursuant to the Tender Offer must also deliver a Consent to the Proposed Amendments.  Holders may not deliver Consents without tendering Notes.  Holders who validly tender Notes pursuant to the Tender Offer will therefore be deemed to have delivered their Consent by such tender.    

The Tender Offer and the Consent Solicitation are subject to certain conditions, including the funding of the new senior secured term loan facility and the receipt of the Requisite Consents.  If the conditions to the Tender Offer and Consent Solicitation are not satisfied, and as more fully described in the Offer to Purchase, Exalmar may waive any condition to the Tender Offer or Consent Solicitation (other than, in the case of the Consent Solicitation, the receipt of the Requisite Consents), and may terminate, extend or amend the Tender Offer and Consent Solicitation and the Withdrawal Deadline. Capitalized terms used in this release and not defined herein have the meanings given them in the Offer to Purchase.

Santander Investment Securities Inc. is serving as the Sole Dealer Manager for the Tender Offer and the Sole Solicitation Agent for the Consent Solicitation. For additional information regarding the terms of the Tender Offer and the Consent Solicitation, please contact: Santander Investment Securities Inc. at (855) 404-3636 (toll-free) or (212) 940-1442 (collect). Requests for documents may be directed to D.F. King & Co., Inc., which is acting as information agent and tender agent for the Tender Offer and the Consent Solicitation, at (800) 290-6424 (toll-free) or (212) 232-3233 (collect) or by e-mail at [email protected].

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF CONSENT WITH RESPECT TO ANY SECURITIES. THE TENDER OFFER AND THE CONSENT SOLICITATION ARE BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION WHICH HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE TENDER OFFER AND THE CONSENT SOLICITATION ARE NOT BEING MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OF OR ACCEPTANCE OF THE TENDER OFFER OR THE CONSENT SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. EXALMAR EXPRESSLY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, TO TERMINATE THE TENDER OFFER AND THE CONSENT SOLICITATION.

Investor Relations:
Pesquera Exalmar S.A.A.
Raul Briceño, (+511) 441 4420 (ext. 1050)
[email protected]

SOURCE Pesquera Exalmar S.A.A.