BILLERICAY, Essex, United Kingdom, June 5, 2024 /PRNewswire/ — Mercury Chile HoldCo LLC (“Mercury” or the “Company”) today announced the expiration and results of its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 6.500% Senior Secured Guaranteed Notes due 2027 (the “Notes”). The Tender Offer took place upon the terms and conditions described in Mercury’s Offer to Purchase, dated May 30, 2024 (the “Offer to Purchase”) and related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.
The Tender Offer expired at 5:00 p.m., New York City time, on June 5, 2024 (the “Expiration Date”). The settlement date with respect to the Tender Offer will occur promptly following the Expiration and is expected to be on June 10, 2024 (the “Settlement Date”).
According to information received from Global Bondholder Services Corporation (“GBSC”), the Tender and Information Agent for the Tender Offer, as of the Expiration Date, Mercury had received valid tenders from Holders as outlined in the table below:
|
Title of Notes |
CUSIP and ISIN Numbers |
Aggregate Principal |
Aggregate Principal |
Tender Offer |
|
6.500% Senior |
CUSIP: 58937CAA7 (144A) / U5900CAA8 (Reg S) |
U.S.$318,278,000 |
U.S.$181,795,000 |
U.S.$980.00 |
|
ISIN: US58937CAA71 (144A) / USU5900CAA81 (Reg S) |
|
____________________ |
|
|
(1) |
Aggregate principal amount outstanding as of May 30, 2024. |
|
(2) |
Dollars per U.S.$1,000 principal amount of Notes. Does not include Accrued Interest, which will also be payable as provided in the Offer to Purchase. |
Mercury did not receive any Notices of Guaranteed Delivery.
Subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, Mercury will accept for purchase all Notes validly tendered (and not validly withdrawn) prior to the Expiration Date. As described in the Offer to Purchase, Holders will, on the Settlement Date, receive the Tender Offer Consideration set forth in the above table, plus accrued and unpaid interest, if any, on such Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date (“Accrued Interest”). The amount of such Accrued Interest will be subject to withholding tax gross-up pursuant to the same methodology specified in the indenture.
Citigroup Global Markets Inc. is the Dealer Manager in the Tender Offer. GBSC has been retained to serve as the Tender and Information Agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). The Offer Documents may be obtained by calling GBSC at 855-654-2014 (toll free) or by visiting https://www.gbsc-usa.com/mercurychile.
None of the Company, its board of directors, its officers, the Dealer Manager, the depositary, the Tender and Information Agent or the trustees with respect to the Notes, or any of their respective affiliates, made any recommendation that Holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer Documents.
This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities. The Tender Offer was made solely pursuant to the terms of the Offer Documents. The Tender Offer was not made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management’s current expectations and estimates about future events and financial trends, which affect or may affect the Company’s businesses and results of operations. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the Tender Offer. Although the Company believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Company. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Company’s future results may differ materially from those expressed in these estimates and forward- looking statements.
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Investor Contact: Susan Harcourt 703-682-1204, [email protected]
Media Contact: Amy Ackerman 703-682-6399, [email protected]
SOURCE Mercury Chile Holdco LLC