Navios South American Logistics Inc. announced today that it and Navios Logistics Finance (U.S.) Inc., its wholly-owned finance subsidiary, have commenced a cash tender offer for any and all of their outstanding 9 1/4% senior notes due 2019 and a consent solicitation to eliminate or modify most of the restrictive covenants and certain events of default and make other changes to provisions contained in the indenture governing the 2019 notes.
The offer is scheduled to expire at midnight, New York City time, on May 5, 2014, unless extended or earlier terminated by the co-issuers. Tendered 2019 notes may be withdrawn at any time at or prior to midnight, New York City time, on April 21, 2014, unless extended or earlier terminated by the co-issuers. Other than as required by applicable law, tendered 2019 notes may not be withdrawn after the consent payment deadline. Holders tendering their 2019 notes at or prior to the consent payment deadline will be required to consent to certain proposed amendments to the indenture governing the 2019 notes.
Holders who validly tender (and do not validly withdraw) their 2019 notes at or prior to the consent payment deadline will be eligible to receive total consideration of $1,076.37 per $1,000 principal amount of 2019 notes, which includes a cash consent payment of $30 per $1,000 principal amount of 2019 notes tendered. The offer contemplates an initial payment date, so that holders whose 2019 notes are validly tendered at or prior to the consent payment deadline and accepted for purchase should expect to receive payment as early as April 22, 2014.
Holders who validly tender their 2019 notes after the consent payment deadline but at or prior to the expiration time will not be eligible to receive the consent payment, but will be eligible to receive the tender offer consideration of $1,046.37 per $1,000 principal amount of 2019 notes tendered.
Holders who validly tender (and do not validly withdraw) their 2019 notes also will be paid accrued and unpaid interest up to, but not including, the applicable date of payment for the tendered 2019 notes (if such 2019 notes are accepted for purchase).
The co-issuers' obligation to accept for purchase, and to pay for, 2019 notes and consents validly tendered and not validly withdrawn pursuant to the offer is conditioned upon the satisfaction or waiver of certain conditions, including at least a majority in outstanding principal amount of 2019 notes having been validly tendered (and not withdrawn) and consents with respect thereto having been validly delivered (and not revoked) pursuant to the offer. In addition, the offer is conditioned upon the co-issuers having completed a new debt financing transaction on terms acceptable to the co-issuers.
The terms of the offer are described in the co-issuers' offer to purchase and consent solicitation statement dated April 8, 2014.
The co-issuers have engaged Morgan Stanley & Co. LLC to act as dealer manager and solicitation agent in connection with the offer. The co-issuers have engaged D. F. King & Co., Inc. to act as information agent and tender agent in connection with the offer.
None of the co-issuers, D. F. King & Co., Inc., the dealer manager or the 2019 notes trustee is making any recommendation as to whether holders should tender the 2019 notes in response to the offer.