LIMA, Peru, March 27, 2018 /PRNewswire/ — InRetail Shopping Malls, a Peruvian trust (“InRetail Shopping Malls”, the “Company” or “we”) today announced that US$262,711,000 aggregate principal amount, or approximately 87.81% (the “Tendered Notes”), of its outstanding 6.500% Senior Notes due 2021 (the “Notes”) were validly tendered and not withdrawn by 5:00 p.m., New York City time, on March 26, 2018 (the “Early Tender and Consent Date”) in accordance with InRetail Shopping Mall’s Offer to Purchase and Consent Solicitation Statement dated March 13, 2018 (the “Statement”), pursuant to which the tender offer and the consent solicitation are being made.
In addition, the Company has received consents from holders of 87.81% of the Notes as of the Early Tender and Consent Date. The consents are sufficient to effect all of the proposed amendments to the indenture governing the Notes as set forth in the Statement. The proposed amendments eliminate substantially all of the restrictive covenants and certain events of default and reduce the minimum notice period required for optional redemptions of the Notes to three days, on the terms and subject to the conditions set forth in the Statement. InRetail Shopping Malls plans to execute a supplemental indenture (the “Supplemental Indenture”) effecting the proposed amendments to the indenture governing the Notes.
Holders that validly tendered prior to the Early Tender and Consent Date, and whose Notes are accepted, will receive a total consideration of US$1,043 per US$1,000 principal amount of Tendered Notes, which includes a consent payment of US$30.00 per US$1,000 principal amount of Notes, plus accrued and unpaid interest up to, but excluding, the early settlement date, which is expected to be on April 3, 2018 (the “Early Settlement Date”).
The Company’s obligation to accept for purchase and to pay for the Tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, the Company having completed its concurrent offering of senior notes on terms and conditions satisfactory to InRetail Shopping Malls, yielding net cash proceeds, sufficient to fund the total consideration of all Tendered Notes and the redemption price of all untendered Notes. This condition is expected to be satisfied upon the closing of the Company’s offering of 6.5625% Senior Notes in a Peruvian Sol offering due 2028 that priced yesterday and certain Senior Notes in a U.S. Dollar offering that is expected to price today.
The Company currently intends to issue a notice of redemption pursuant to the redemption provision of the Supplemental Indenture to redeem any Notes that remain outstanding following the Early Settlement Date. This press release does not constitute a notice of redemption under the redemption provision of the indenture governing the Notes.
The Company has retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as the dealer managers and solicitation agents for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll-free), (212) 723-6106 (collect) and/or to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, (866) 846-2874 (toll-free), (212) 834-7279 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at (212) 430-3774 (collect) or at (866) 470-4300 (toll-free).
None of the Company, the dealer managers and solicitation agents or the information agent makes any recommendations as to whether holders should tender their Notes and deliver consents pursuant to the tender offer and consent solicitation, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The tender offer and consent solicitation are being made solely pursuant to the offer documents.
The tender offer and consent solicitation do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
In any jurisdiction in which the tender offer and consent solicitation are required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the tender offer and consent solicitation will be deemed to have been made by such dealer managers, or such affiliates, on behalf of the Company.
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The new notes offered pursuant to the concurrent U.S. Dollar offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to any U.S. persons, except (a) to qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act (“Rule 144A”), in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, and (b) outside the United States to non U.S. persons in compliance with Regulation S under the Securities Act (“Regulation S”).
Forward-Looking Statements
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
About InRetail Shopping Malls
We are the leading shopping mall operator in Peru and operate nationwide with locations in both Lima and the largest provinces in Peru. We also are the largest owner, developer and operator of shopping malls based on gross leasable area, number of shopping malls and tenants’ sales. We were the first shopping mall operator to open a mall outside of Lima and we are still the only shopping mall operator present in certain major cities such as Cusco, Chiclayo and Sullana. Our prime locations and operational expertise have allowed our malls to serve as shopping and entertainment destinations for Peruvian families. We own and operate shopping malls with tenants such as Plaza Vea, Oechsle, Promart and Cineplanet, retailers that include H&M, Forever 21, Brooks Brothers, Zara and Banana Republic and other leading local fashion boutiques, as well as restaurant chains and other entertainment.
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