LIMA, PerĂº, July 11,
2024 /PRNewswire/ -- Nautilus Inkia Holdings SCS
(f/k/a Nautilus Inkia Holdings LLC), Nautilus Distribution Holdings
LLC and Nautilus Isthmus Holdings LLC (collectively, the
"Issuers") today announced the expiration, at 5:00 p.m., New York
City time, on July 10, 2024
(the "Expiration Date"), and final results of their
previously announced cash tender offer (the "Tender Offer")
for any and all of their outstanding 5.875% Senior Notes due 2027
(CUSIP Nos. 45721R AC7; G4808VAC4 and ISIN Nos. US45721RAC79;
USG4808VAC49) (the "Notes"). The Tender Offer was made
pursuant to the terms and conditions of the offer to purchase,
dated June 10, 2024, as amended by the Issuers' press release
dated June 24, 2024 (the "Offer to Purchase").
As of the Expiration Date, $189,919,000 aggregate principal amount, or
approximately 86.98%, of the Notes, had been validly tendered (and
not validly withdrawn). The Issuers have accepted for purchase all
of the Notes validly tendered and not validly withdrawn at or prior
to the Expiration Date pursuant to the Tender Offer.
Holders who validly tendered (and did not validly withdraw)
their Notes at or prior to the Expiration Date, and whose Notes are
purchased pursuant to the Tender Offer, will receive the "Total
Consideration" of $1,000.00 per
$1,000.00 principal amount of Notes,
which includes an "Early Tender Payment" of $50.00 for each $1,000.00 principal amount of Notes. In addition
to the Total Consideration, holders will receive accrued and unpaid
interest on all Notes tendered and accepted for payment in the
Tender Offer from the last interest payment date up to, but not
including, the settlement date for the Tender Offer, which is
expected to be July 12, 2024.
The Issuers retained Santander US Capital Markets LLC to act as
Dealer Manager for the Tender Offer. D.F. King & Co., Inc. is
the Information Agent and Tender Agent for the Tender Offer.
Questions regarding the Tender Offer should be directed to
Santander US Capital Markets LLC at (855) 404-3636 (toll-free) or
(212) 350-0660 (collect). Requests for documentation should be
directed to D.F. King & Co., Inc. at (800) 515-4479 (toll-free)
or (212) 269-5550 (for banks and brokers) or at inkia@dfking.com.
This press release is for informational purposes only.
Neither the Offer to Purchase nor any related documents were
filed with or reviewed by any federal or state securities
commission or regulatory authority of any country, and the Offer to
Purchase or any related documents were not reviewed or approved by
the Cayman Islands Monetary Authority, the Cayman Islands Stock
Exchange, the Luxembourg Supervisory Commission for the Financial
Sector (Commission De Surveillance Du Secteur Financier),
the Luxembourg Stock Exchange (Bourse De Luxembourg), the
Peruvian Superintendency of the Securities Market
(Superintendencia del Mercado de
Valores), the Lima Stock Exchange (Bolsa de
Valores de Lima) or the
Singapore Exchange. No authority passed upon the accuracy or
adequacy of the Offer to Purchase or any related documents, and it
is unlawful and may be a criminal offense to make any
representation to the contrary. The Tender Offer was made solely on
the terms and conditions set forth in the Offer to Purchase.
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 to Purchase. The Tender Offer was not made to holders
of Notes 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 document may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934 that are not based on historical
facts and are not assurances of future results. These
forward-looking statements are identified by terms and phrases such
as "anticipate," "believe," "intend," "estimate," "expect,"
"continue," "should," "could," "may," "plan," "project," "predict,"
"will" and similar expressions and include references to
assumptions and relate to the future prospects, developments and
business strategies of the Issuers and their subsidiaries. These
statements include but are not limited to forward-looking
statements about the Tender Offer, including whether the Tender
Offer is consummated in whole or in part. These estimates and
forward-looking statements are based upon the Issuers' current
expectations and estimates on projections about future events and
trends, which affect or may affect the Issuers' businesses and
results of operations. Although the Issuers believe that these
estimates and forward-looking statements are based upon reasonable
assumptions, they are subject to several risks and uncertainties
and are made in light of information currently available to the
Issuers. 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 Issuers'
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
document. The Issuers undertake 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.
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SOURCE Nautilus Inkia Holdings SCS