Nautilus gives early results of tender for 5 7/8% notes; consent bid passes

By Wendy Van Sickle

Columbus, Ohio, Nov. 28 – Nautilus Inkia Holdings SCS (formerly known as Nautilus Inkia Holdings LLC), Nautilus Distribution Holdings LLC and Nautilus Isthmus Holdings LLC announced the early results of its cash tender offer for the issuers’ 5 7/8% senior notes due 2027 (Cusips: 45721RAC7, G4808VAC4), according to a press release Monday evening.

The issuers offered to buy up to $150 million aggregate purchase price of the notes, as announced on Nov. 14.

By the early deadline, 5 p.m. ET on Nov. 28, $212,176,000 principal amount, or approximately 56.9%, of the notes, had been tendered, and the issuers accepted for purchase $154.4 million principal amount of notes. Because the amount of notes tendered by the early deadline exceeds the maximum tender amount, tenders are being accepted at a proration factor of 65.3%, and no additional tenders will be accepted.

The total consideration offered was $960 per $1,000 note, inclusive of a $50 early tender premium that will not be paid to noteholders who tender their notes after the early deadline.

Unpaid interest will also be paid to the settlement date. Early settlement is expected for Dec. 5.

The issuers were also soliciting consents from holders of the notes to the adoption of some amendments to the note indenture.

Holders who tendered by the early deadline were deemed to have given their consents and will receive the consent payment of $1 for each $1,000 principal amount, which is included in the early tender payment, even if a smaller principal amount is accepted for purchase due to proration.

The proposed amendments required the consents of holders of a majority in principal amount of the then outstanding notes, which majority was reached at the early deadline. As of Monday evening, the supplemental indenture was effective and provided that the amendments will not become operative until the issuers have fully paid the consent payment.

Holders could not deliver consents without also tendering their notes.

If the requisite consents had not been received under the consent solicitation, the tender offer and consent solicitation would both have been terminated.

The offer was originally scheduled to expire at 11:59 p.m. ET on Dec. 12.

Credit Suisse Securities (USA) LLC (800 820-1653, 212 538-2147), Santander Investment Securities Inc. (855 404-3636, 212 940-1442) and SMBC Nikko Securities America, Inc. (888 284-9760, 212 224-5328) are the dealer managers and solicitation agents.

D.F. King & Co., Inc is the information, tender and tabulation agent for the tender offer and consent solicitation (866 864-4943, 212 269-5550, inkia@dfking.com).

Based in Lima, Peru, Inkia is a power generation and distribution company with facilities in Latin America and the Caribbean.

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