Auna gives early results of exchange offer, consent bid for 2025 notes

By Marisa Wong

Los Angeles, Nov. 29 – Auna SA announced the early participation results of its Nov. 10 offer to exchange any and all of its $300 million outstanding 6˝% senior notes due 2025 (Cusip: 05151VAA5, P0592VAA6) for newly issued 10% senior secured notes due 2029.

Holders had tendered $240,771,000, or 80.26%, of the outstanding notes as of 5 p.m. ET on Nov. 28, the early participation deadline, according to a Wednesday press release.

The company is offering a total consideration of $1,040 per $1,000 principal amount. The total consideration includes an early participation premium of $40 per $1,000 of notes tendered for exchange by the early participation deadline.

Holders tendering after the early deadline will only be eligible to receive the exchange consideration of $1,000 per $1,000 principal amount.

The exchange consideration will be payable in principal amount of new notes.

The company will also pay accrued interest in cash.

The new Rule 144A and Regulation S notes will be fully and unconditionally guaranteed on a senior secured basis by some of the company’s subsidiaries.

The company said it will not receive any cash proceeds from the issuance of the new notes in the exchange offer. Existing notes surrendered and accepted for exchange will be canceled.

Consent bid

In connection with the exchange offer, the company is also soliciting consents from holders of the existing notes for the adoption of some amendments to the indenture governing the existing notes.

The company received consents from holders of not less than 80% of the principal amount of existing notes outstanding, meeting the minimum exchange condition.

As a result, the company, the guarantors of the existing notes and the trustee may execute a fourth supplemental indenture to the existing indenture giving effect to the proposed amendments, which will be effective upon execution but will only become operative once the exchange offer settles.

The now approved amendments will eliminate substantially all of the covenants as well as some events of default and related provisions contained in the indenture and release any collateral, encumbrances, liens, pledges or other security interest granted by the company and its subsidiaries to secure the existing notes.

The proposed amendments required the consents of holders of a majority in aggregate principal amount of the existing notes outstanding, excluding any existing notes held by the company or its affiliates.

Holders tendering notes in the exchange offer were deemed to have delivered their consent, with respect to the principal amount of the exchanged notes, to the proposed amendments.

Conditions

Each of the exchange offer and the solicitation may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing the other, provided that the minimum exchange condition and financing condition are satisfied.

The company said it may, at its discretion, waive the financing condition or any other condition.

Concurrently with the launch of the exchange offer, the company entered into a new term loan maturing in 2028. The company expects to borrow up to an estimated $550 million on the settlement date of the exchange offer, with the net proceeds to be used to repay the company’s senior secured notes due 2028. The collateral securing the new notes will also secure obligations under the new term loan on a pari passu basis with the liens securing the new notes.

Timeline

The withdrawal deadline, 5 p.m. ET on Nov. 28, has passed.

The offer expires at 5 p.m. ET on Dec. 12.

Settlement is slated for Dec. 15.

The dealer managers and solicitation agents for the exchange offer and consent solicitation are Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745), HSBC Securities (USA) Inc. (888 HSBC-4LM or 212 525-5552), Santander US Capital Markets LLC (855 404-3636 or 212 940-1442) or Banco BTG Pactual SA – Cayman Branch (212 293-4600).

The exchange and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers; 855 654-2014; https://gbsc-usa.com/eligibility/auna; contact@gbsc-usa.com).

Auna is a Luxembourg-based Latin America-focused health care company with a network of facilities in Mexico, Colombia and Peru.

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