Guacolda Energia modifies exchange offer for 2025 notes at deadline

By William Gullotti

Buffalo, N.Y., Aug. 9 – Chile’s Guacolda Energia SpA confirmed the early deadline expiration of its exchange offer and concurrent tender offer pertaining to its 4.56% senior notes due 2025 (Cusips: 29244UAF5, P3711HAF6) as well as modified the offer at the deadline, according to press releases and a notice released on Wednesday.

As previously reported, there was $273,831,000 principal amount of the notes outstanding when the concurrent offers were launched on July 19.

As of the early tender deadline on 5 p.m. ET on Aug. 8, previously extended from 5 p.m. ET on Aug. 1, the company received tenders under both offers totaling $190,451,000, or approximately 69.55% of the issue.

Guacolda first waived the minimum tender condition under both offers, which previously required $246,447,900, or 90% of the aggregate outstanding principal amount, to be tendered.

The withdrawal deadline for the exchange offer was also extended to 11.59 p.m. ET on Aug. 10 from 5 p.m. ET on Aug. 1.

The other terms of each offer remained unchanged, and, as previously reported, the associated consent solicitations were reported as passed on Aug. 2.

Tender offer

The company is offering a total consideration of $650 per $1,000 principal amount.

The total consideration includes an early tender premium of $50 per $1,000 of notes tendered by the early tender time.

Holders tendering after the early tender time will only be eligible to receive the tender offer consideration of $600 per $1,000 of notes.

The company will also pay accrued interest to but excluding the applicable settlement date.

The tender offer will expire at 5 p.m. ET on Aug. 15.

Final settlement will be on the second business day after the expiration date.

Under the consent solicitation, the company was asking holders to approve amending the indenture governing the notes to eliminate substantially all of the restrictive covenants and certain events of default. No separate consent fee was being offered. The company was also soliciting the consents of holders who participate in the concurrent exchange offer described below.

Adoption of the amendments required the consents of holders of at least a majority of the aggregate principal amount of the notes outstanding.

Holders could not tender their notes without delivering their consents and could not deliver their consents without tendering their notes.

Exchange offer

Concurrently with the tender offer and consent solicitation, the company commenced an offer to exchange any and all of the notes for new 10% senior notes due 2030 issued by the company.

The exchange offer was also accompanied by a solicitation of consents from participating holders to adopt the proposed amendments. Holders that are eligible to tender notes in the exchange offer can elect to tender all or a portion of their notes under either the exchange offer or the tender offer. However, a tender of any note simultaneously under the exchange offer and the tender offer without either tender being validly withdrawn is not valid and will not be accepted under either offer.

The company noted that the proposed amendments, if they become operative, may have adverse consequences for holders that do not tender their notes in the tender offer.

The exchange offer will expire at 5 p.m. ET on Aug. 15.

The settlement date is expected to be Aug. 22.

BofA Securities, Inc. (800 292-0070 or 646 855-8988) is the dealer manager and solicitation agent for the tender offer and consent solicitation.

The tender and information agent is D.F. King & Co., Inc. (800 848-3409).

D.F. King (866 856-3065 or 212 269-5550) is also acting as information and exchange agent for the exchange offer.

The power generation company is based in Santiago, Chile.

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