Al Candelaria gives results of tender for 7½% notes; cap increased to $375 million

Chicago, May 10 – Al Candelaria (Spain), SA, with Credit Suisse Securities (USA) LLC as purchaser, announced the early tender results and an increase in the maximum amount of its cash tender offer for its 7½% senior notes due Dec. 15, 2028 (Cusips: 001355AA4, E0R75QAA6) and the results of a concurrent solicitation of consents for some proposed amendments to the indenture.

In the tender offer, the company received tenders for $562,198,000 face amount of notes.

The company will accept $375 million of the notes tendered, an increase from the initial $350 million cap, and $375 million of the notes will remain outstanding after the settlement date.

As previously reported, the total consideration for notes accepted for purchase under the tender offer will be $1,155 per $1,000 principal amount, which amount includes an early tender payment of $50 that will be paid only to holders who tendered by 5 p.m. ET on May 7. The total consideration also includes the consent payment of $2.50 per $1,000 principal amount.

The tender offer formally expires at 11:50 p.m. ET on May 21; however, the tender cap has been exceeded, and no more notes are expected to be repurchased.

For the consent solicitation, noteholders representing an additional $104,925,000 principal amount of notes beyond the notes tendered consented to the proposed amendments for a total of 88.95% of the notes outstanding.

The company executed the supplemental indenture for the proposed amendments on May 7.

Under the consent solicitation, the purchaser was seeking to effect amendments to grant a security interest in a debt service reserve account in favor of the holders of new notes under a potential offering and the holders of any permitted debt incurred in the future and to clarify certain mechanics relating to the funding of the debt service reserve.

The offer is conditioned upon the issuance of new notes.

Credit Suisse had planned to exchange notes purchased under the tender for new notes, and priority under the new notes offering was given to investors who participated in the tender offer.

Holders could give their consents without participating in the tender offer. Holders who participated in the tender offer were deemed to have delivered their consents.

Settlement is planned for May 12.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc. are the dealer managers and solicitation agents for the tender offer and the consent solicitation.

D.F. King & Co., Inc. (212 269-5550, 800 967-5019 or aic@dfking.com) is the information and tender agent for the tender offer and consent solicitation.

Based in Madrid, the issuer is a Spanish holding company that invests in shares of Oleoducto Central SA, a Colombian company that owns and operates the Ocensa Pipeline.

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