Nautilus starts tender offer, consent bid for 5 7/8% notes due 2027

By Wendy Van Sickle

Columbus, Ohio, Nov. 14 – Nautilus Inkia Holdings SCS (formerly known as Nautilus Inkia Holdings LLC), Nautilus Distribution Holdings LLC and Nautilus Isthmus Holdings LLC started a cash tender offer on Monday evening for the issuers’ 5 7/8% senior notes due 2027 (Cusips: 45721RAC7, G4808VAC4), according to a press release.

The offer is to buy up to $150 million aggregate purchase price of the notes.

The total consideration offered is $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 applicable settlement date.

The early deadline is 5 p.m. ET on Nov. 28. This is also the withdrawal deadline.

The offer expires at 11:59 p.m. ET on Dec. 12.

Early settlement is expected for Dec. 5 and final settlement is scheduled for Dec. 14.

Tenders may be prorated.

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

The proposed amendments require the consents of holders of a majority in principal amount of the then outstanding notes.

Holders who tender by the early deadline will be 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.

Holders may not deliver consents without also tendering their notes.

If the requisite consents are not received under the consent solicitation, the tender offer and consent solicitation will both be terminated.

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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