Peru’s Pesquera extends tender by two weeks, cuts cap to $30 million

By Susanna Moon

Chicago, Aug. 8 – Pesquera Exalmar SA extended the capped tender for its $200 million of 7 3/8% senior notes due 2020 by about two weeks until 11:59 p.m. ET on Aug. 19.

Pesquera also dropped the tender cap to $30 million on Monday from $101 million at the beginning of the offer on July 11, according to a company update.

The company also said that the obligations under the new senior secured term loan facility for up to $25 million are expected to be secured by a trust or pledge established under Peruvian law to which some of its fishing vessels, representing about 1% to 1.25% of the current quota for the center-north region of the Pacific Ocean off the coast of Peru, will be assigned or pledged, providing collateral coverage of at least double the amount of the loan facility.

The closing of the new loan and the receipt of consents for a majority of the notes are conditions to the tender offer and consent solicitation, the company noted.

As of the previous expiration, holders had tendered $25,155,000 principal amount, or 12.6%, of the outstanding notes, and holders had given consents for another $35,309,000 principal amount, or 17.7%, of the outstanding notes under the consent-only option.

Along with the tender offer, the company is also soliciting consents for a one-time waiver to allow the company to obtain the new senior secured term loan facility for up to $55 million and to secure other sources of debt financing, of up to $80 million total.

The total purchase price will be $810 for each $1,000 principal amount, which includes a $5 consent payment and a $40 early payment for holders who delivered their consents by the early deadline, 5 p.m. ET on July 22.

Holders may deliver consents without tendering their notes, and holders who tender their notes will be deemed to have given their consents to the waiver.

The deadline to deliver consents only was 5 p.m. ET on July 22.

Holders who tender their notes after the early deadline will receive $765 per $1,000 principal amount, which is the total amount less the $40 early payment and the $5 consent fee.

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

The offer originally had been set to end at 11:59 p.m. ET on Aug. 5.

Santander Investment Securities Inc. (855 404-3636 or 212 940-1442) is serving as the dealer manager for the tender offer and the solicitation agent for the consent solicitation. D.F. King & Co., Inc. (866 387-7321, 212 269-5550 or pesquera@dfking.com) is acting as information agent and depositary for the tender offer and the consent solicitation.

Pesquera Exalmar is a San Isidro, Peru, fish company.

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