Andrade Gutierrez begins exchange, consent bid for 11% toggle notes

By Sarah Lizee

Olympia, Wash., Nov. 20 – Brazil’s Andrade Gutierrez International SA launched an offer to exchange any and all of its $356,348,680 of 11% senior secured PIK toggle notes due 2021 for newly issued 9˝% senior secured notes due 2024, according to a press release.

The new notes will be unconditionally guaranteed by Andrade Gutierrez Engenharia SA, Andrade Gutierrez Investimentos em Engenharia SA, AG Construcoes e Servicos SA and Zagope SGPS, SA.

The issuer concurrently announced that it is soliciting consents from holders of the old notes to amend the indenture governing the old notes, to release certain collateral securing the old notes and to make modifications in respect of the remaining collateral securing the old notes.

Andrade said the principal purpose of the exchange offer and consent solicitation is to reprofile the group's debt and improve its capital structure.

The exchange offer will expire at 11:59 p.m. ET on Dec. 17.

Eligible holders who validly tender their old notes for exchange and deliver their consents to the proposed amendments at or prior to 5 p.m. ET on Dec. 3, the early participation date, will be eligible to receive the total exchange consideration, $1,025 in new notes per $1,000 of old notes, which includes the early participation premium of $50.00 in new notes per $1,000 of old notes, plus accrued interest.

Eligible Holders who validly tender old notes after the early participation date but at or prior to the expiration date will not be eligible to receive the early participation premium and will only be eligible to receive the exchange offer consideration plus accrued interest.

Tendered notes may be validly withdrawn and consents may be revoked prior to the early participation date but not after.

If an eligible holder validly tenders the old notes in the exchange offer, they will be deemed to have given consent to the proposed amendments.

Eligible holders may neither deliver their consents without tendering old notes in the exchange offer nor tender old notes in the exchange offer without delivering consents.

The proposed amendments to the old indenture will not become operative until at least 75% in aggregate principal amount outstanding of the old notes have validly delivered the requisite consents.

The exchange offer is conditioned on the receipt by the issuer of gross proceeds of at least $40 million in new notes in a separate private placement and receipt of the requisite consents.

Early settlement is expected for Dec. 9. Final settlement is expected for Dec. 19.

The information and exchange agent for the exchange offer is D.F. King & Co., Inc. 212 269-5550, 866 856-3065 or ag@dfking.com).

As previously reported, the issuer had launched a tender offer and consent bid for the notes in late October. However, on Nov. 18, the tender offer and consent bid was cancelled based on the failure to meet certain conditions.

Andrade Gutierrez is an engineering and construction company based in Belo Horizonte, Brazil.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.