LA RIOJA, Argentina, Sept. 3, 2021 /PRNewswire/ — On August 31, 2021, the Province of La Rioja (the “Province“) commenced a solicitation (the “Consent Solicitation“) of consents (“Consents“) from Eligible Holders (as defined below) to amend its 9.750% Notes due 2025 (the “Notes“) and the indenture governing the Notes (the “Indenture“). The Consent Solicitation is being made on the terms and subject to the conditions set forth in the consent solicitation statement dated August 31, 2021 (the “Consent Solicitation Statement“). The Province is publishing this press release for the convenience of Eligible Holders solely to correct typographical errors and inconsistencies noted in the Consent Solicitation Statement. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Consent Solicitation Statement.
Except as expressly amended hereby to the extent specifically provided herein, all terms of the Consent Solicitation contemplated in the Consent Solicitation Statement and all other disclosures set forth in the Consent Solicitation Statement remain unchanged and are hereby expressly incorporated into this press release.
- Cover Page: The Cover Page to the Consent Solicitation Statements is hereby amended to correct the definition of “Accrued and Unpaid Interest” to reflect an accrual start date of February 24, 2020 instead of August 24, 2020. As amended, the Cover Page will read as follows:
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If the Requisite Consents are received on or prior to the Expiration Time and the Supplemental Indenture is executed, an amount equal to all accrued and unpaid interest on the Notes from AugustFebruary 24, 2020 to, and including, August 23, 2021 (the “Accrued and Unpaid Interest“), net of certain transaction expenses incurred by the representative of certain of the bondholders supporting the Consent Solicitation totaling U.S.$600,000 (the “Transaction Expenses“), will be paid on the Settlement Date in the manner described herein (the “Consent Consideration“) only to Eligible Holders whose validly delivered Consents were accepted pursuant to this Consent Solicitation (“Consenting Holders“).
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For the avoidance of doubt, the Cash Consent Consideration and the PIK Consent Consideration are payable on the Settlement Date in respect of accrued and unpaid interest on the Notes from AugustFebruary 24, 2020 through (and including) August 23, 2021. All interest accrued on the Notes (prior to giving effect to the Proposed Amendment) from August 24, 2021 to the Settlement Date shall be disregarded for purposes of calculating the Cash Consent Consideration and the PIK Consent Consideration. For the avoidance of doubt, after giving effect to the Proposed Amendments, the Notes will accrue interest from August 24, 2021 at the rates set forth in “The Proposed Amendments and Irrevocable Waivers—The Proposed Amendments,” which interest shall be payable to Holders of the Notes on the first interest payment date that will occur after the Settlement Date, such date being February 24, 2022.
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- Page 36, “Summary—Consent Consideration”: The description of Consent Consideration in the “Summary” is hereby amended to conform the text to the information set forth on the Cover Page of the Consent Solicitation Statement. As amended, the section “Consent Consideration” in the Summary will read as follows:
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For the avoidance of doubt, the Cash Consent Consideration and the PIK Consent Consideration are payable on the Settlement Date in respect of accrued and unpaid interest on the Notes from AugustFebruary 24, 2020 through (and including) August 23, 2021.
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- Page 134, “The Consent Solicitation—Consent Consideration”: The description of the Consent Consideration in “The Consent Solicitation” is hereby amended to conform the text to the information set forth on the Cover Page of the Consent Solicitation Statement. As amended, the section “Consent Consideration” in “The Consent Solicitation” will read as follows:
“Consent Consideration
The Consent Consideration is equal to the Accrued and Unpaid Interest, which represents an amount equal to all accrued and unpaid interest on all outstanding Notes from, and including, AugustFebruary 24, 2020 to, and including, August 23, 2021, net of the Transaction Expenses. If the Requisite Consents are received on or prior to the Expiration Time and the Supplemental Indenture is executed, the Consent Consideration will be paid on the Settlement Date in the manner described herein only to Consenting Holders.
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For the avoidance of doubt, the Cash Consent Consideration and the PIK Consent Consideration are payable on the Settlement Date in respect of accrued and unpaid interest from AugustFebruary 24, 2020 through (and including) August 23, 2021. All interest accrued on the Notes (prior to giving effect to the Proposed Amendments) from August 24, 2021 to the Settlement Date shall be disregarded for purposes of calculating the Cash Consent Consideration and the PIK Consent Consideration. For the avoidance of doubt, after giving effect to the Proposed Amendments, the Notes will accrue interest from August 24, 2021 at the rates set forth in “The Proposed Amendments and Irrevocable Waivers—The Proposed Amendments,” which interest shall be payable to Holders of the Notes on the first interest payment date that will occur after the Settlement Date, such date being February 24, 2022.
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- Pages 127, “The Proposed Amendments and Irrevocable Waivers—The Proposed Amendments”: The description of the Proposed Amendments is hereby amended to correct a typographical error. As amended, such text will read as follows:
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5. The following language will be added as a new Paragraph 6(b) of the Notes and new clause (b)(c) of Section 65.1 of the Indenture:
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- Pages 128, “The Proposed Amendments and Irrevocable Waivers—The Proposed Amendments”: The description of the Proposed Amendments is hereby amended to correct a typographical error. As amended, such text will read as follows:
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(xiv) amend Section 11.312.3, or change the definition of “Restructuring Exchange Offer.”
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The Province will make (or cause to be made) all announcements regarding the Consent Solicitation by press release in accordance with applicable law.
The Province has engaged BofA Securities Inc. to act as solicitation agent (the “Solicitation Agent“) and D.F. King & Co., Inc. is acting as the information and tabulation agent (the “Information and Tabulation Agent“). Any questions or requests for assistance regarding the Consent Solicitation may be directed to the Information and Tabulation Agent at +1 (212) 269-5550 or +1 (866) 751-6313.
The Province has not registered and will not register the Consent Solicitation or the Notes under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law. Consents are being solicited only from holders of the Notes that are: (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (2) outside the United States in compliance with Regulation S under the Securities Act and who are “non-U.S. qualified offerees” (as defined in the Consent Solicitation Statement), and otherwise eligible to receive this solicitation under the laws of their jurisdiction (each, an “Eligible Holder”). Only holders who have certified that they are within one of the categories described in the immediately preceding sentence via www.dfking.com/rioja (the “Consent Website“) are authorized to receive and review the Consent Solicitation Statement and to participate in the Consent Solicitation.
This announcement is for informational purposes only and is not an invitation or a solicitation of consents from any holders of Notes. The Consent Solicitation is only being made pursuant to the Consent Solicitation Statement. Before making any decision with respect to delivering their consents, Eligible Holders should read the Consent Solicitation Statement. Eligible Holders, or custodians for such holders, of Notes may obtain a copy of the Consent Solicitation Statement by contacting the Information, and Tabulation Agent or by download, following registration, via the Consent Website.
Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from such Eligible Holder in order for that Eligible Holder to be able to deliver their consent before the deadlines specified herein and in the Consent Solicitation Statement. The deadlines set by any such intermediary and The Depositary Trust Company for the delivery of consents will also be earlier than the relevant deadlines specified herein and in the Consent Solicitation Statement.
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NONE OF THE CONSENT SOLICITATION AGENT, THE TRUSTEE, THE INFORMATION AND TABULATION AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MAKES ANY RECOMMENDATION AS TO WHETHER ELIGIBLE HOLDERS SHOULD DELIVER THEIR CONSENTS PURSUANT TO THE CONSENT SOLICITATION, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. EACH ELIGIBLE HOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER TO CONSENT THE PROPOSED AMENDMENTS.
The distribution of materials relating to the Consent Solicitation may be restricted by law in certain jurisdictions. The Consent Solicitation is void in all jurisdictions where it is prohibited. If materials relating to the Consent Solicitation come into your possession, you are required by the Province to inform yourself of and to observe all of these restrictions, including whether you are a holder pursuant to the laws of your jurisdiction. The materials relating to the Consent Solicitation, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.
If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or agent and the Solicitation Agent or any affiliate of the Solicitation Agent is a licensed broker or agent in that jurisdiction, the Consent Solicitation shall be deemed to be made by the Solicitation Agent or such affiliate on behalf of the Province in that jurisdiction. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
This announcement contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current plans, estimates and projection, and therefore you should not put undue reliance on them. These statements are likely to relate to, among other things, the Province’s goals, plans and projections regarding its financial position, results of operations, expenses, performance or the outcome of contingencies such as legal proceedings, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. The Province undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Notice to Holders In the United States
The Province is making this announcement in reliance on exemptions from the registration requirements of the Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The modified Notes have not been recommended by any U.S. or non-U.S. securities authorities, and these authorities have not determined that this announcement is accurate or complete. Any representation to the contrary is a criminal offense.
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SOURCE The Province of La Rioja
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