NEW YORK, Jan. 19, 2016 /PRNewswire/ -- Castle Apron Capital Limited ("Castle Apron" or the "Offeror") Offers to Purchase for Cash the Republic of Argentina's U.S. Dollar Collateralized Fixed Rate Bonds Due 2023, USD Par Series L for an Aggregate Consideration Not to Exceed $80,000,000
Description of the Existing Bonds ISIN Code Outstanding Principal Amount Tender Offer Consideration(1) Early Tender Premium(1) Total Consideration(2) Maximum Payment Amount
--------------------------------- --------- ---------------------------- ---------------------------- ---------------------- --------------------- ----------------------
U.S. Dollar Collateralized Fixed Rate Bonds due 2023 (USD Par Series L)
$470 $50 $520 $80,000,000
1 Per $1,000 principal amount of the Bonds accepted for purchase
2 Per $1,000 principal amount of the Bonds accepted for purchase, equal to the Tender Offer Consideration plus the Early Tender Premium (as defined herein)
The Tender Offer (as defined below) has not been authorized by, and the Offeror is not otherwise affiliated with, the Republic of Argentina.
Castle Apron announced today that it commenced a tender offer to purchase for cash (the "Tender Offer") the Republic of Argentina's U.S. Dollar Collateralized Fixed Rate Bonds due 2023, USD Par Series L (together with all rights, title, interest, claims, judgments, causes of action (in law, equity or otherwise) or other rights holders have or may have, arising out of or in connection therewith, including all distributions or proceeds received by any holder or any rights, title or interest thereto, the "Bonds"), at the purchase prices set forth in the table above upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 19, 2016 (the "Offer to Purchase") for an aggregate consideration not to exceed $80,000,000 (the "Maximum Payment Amount"). The Maximum Payment Amount includes any Early Tender Premium payable in the Tender Offer. The Tender Offer is open to all holders (individually, a "Holder" and, collectively, the "Holders") of the Bonds (subject to certain distribution restrictions as described in the Offer to Purchase).
Holders must validly tender and not validly withdraw their Bonds by delivering, or arranging to have delivered on their behalf, a valid tender instruction (the "Tender Instruction") and a valid Assignment Agreement (the "Assignment Agreement") that are received by the Information and Tabulation Agent by 11:59 P.M., local time in New York City, on March 2, 2016 (the "Expiration Date"), unless the Tender Offer is extended or earlier terminated as provided in the Offer to Purchase.
Holders of the Bonds must validly tender and not validly withdraw Bonds by 4:00 P.M., local time in New York City, on February 17, 2016 (such date and time as it may be extended, the "Early Tender Date") to be eligible to receive the Total Consideration for the Bonds (which consists of the Tender Offer Consideration of $470 per $1,000 principal amount of the Bonds and an early tender premium of $50 per $1,000 principal amount of the Bonds (the "Early Tender Premium") accepted for purchase pursuant to the Tender Offer). Holders who validly tender Bonds after the Early Tender Date and on or prior to the Expiration Date will be eligible to receive the Tender Offer Consideration for the Bonds (which is equal to the Total Consideration minus the Early Tender Premium). No Bonds validly tendered may be withdrawn after the Early Tender Date, which means that holders tendering after the Early Tender Date will have no withdrawal rights.
Neither the Total Consideration nor the Tender Offer Consideration will include, and no payment will be made by the Offeror in respect of, any accrued interest in respect of the Bonds.
The Tender Offer is conditioned on there being validly tendered in the Tender Offer on or before the Expiration Date and not validly withdrawn on or before the Early Tender Date, a number of Bonds such that the minimum amount of consideration the Offeror would be required to pay pursuant to the Tender Offer is $20,000,000. The Tender Offer is also subject to the satisfaction or waiver of certain other conditions, as set forth in the Offer to Purchase. Subject to applicable securities laws, the Offeror may amend, extend or terminate the Tender Offer in its sole discretion.
Tender Instructions for global bonds must be submitted in respect of no less than $1,000 in original principal amount of Bonds and may thereafter be submitted in multiple integrals of $1,000 in excess thereof. Alternatively, for definitive Bonds, which are physically certificated, Tender Instructions must be submitted in respect of no less than $250,000 in principal amount of Bonds and may thereafter be submitted in multiple integrals of $250,000 in excess thereof. Subject to the terms and conditions of the Offer to Purchase (including the Maximum Payment Amount), the Offeror will accept for purchase all Bonds validly tendered on or prior to the Expiration Date (and not validly withdrawn on or prior to the Early Tender Date).
Electronic copies of the Offer to Purchase are available to Holders (subject to distribution restrictions) from the Information and Tabulation Agent, whose contact details are set out below. Requests for information relating to the procedures for tendering Bonds and for any documents or materials relating to the Offer to Purchase should be directed to the Information and Tabulation Agent:
Information and Tabulation Agent Bondholder Communications Group, LLC 30 Broad St., 46th Floor New York, NY 10004 Attn: Laura Paulson Telephone: +1 (212) 809-2663 Email: LPaulson@BondCom.com [mailto:LPaulson@BondCom.com] www.bondcom.com/CastleApron [http://www.bondcom.com/CastleApron]
Disclaimer: This announcement must be read in conjunction with the Offer to Purchase. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer.
Any holder of definitive Bonds, which are physically certificated, or any holder whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must validly complete a Tender Instruction and an Assignment Agreement in order to participate in the Tender Offer.
The distribution of this announcement and/or the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer to Purchase come are required by each of the Offeror and the Information Tabulation Agent to inform themselves about, and to observe, any such restrictions.
Neither this announcement nor the Offer to Purchase constitute an offer to purchase or a solicitation of an offer to sell any Bonds (and the tenders of Bonds for purchase will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. The Tender Offer is being made only pursuant to the Offer to Purchase.
Castle Apron Capital Limited