Navios South American Logistics Inc. Announces Cash Tender Offer and Consent
MONTEVIDEO, URUGUAY -- (Marketwired) -- 04/08/14 -- Navios South
American Logistics Inc. ("Navios Logistics") announced today that it
and Navios Logistics Finance (US) Inc., its wholly-owned finance
subsidiary, ("Navios Logistics Finance" and, together with Navios
Logistics, the "Co-Issuers") have commenced a cash tender offer (the
"Tender Offer") for any and all of their outstanding 9 1/4% Senior
Notes due 2019 (the "2019 Notes") 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 "Consent Solicitation"
and, together with the Tender Offer, the "Offer").
The Offer is scheduled to expire at 12:00 midnight, New York City
time, on May 5, 2014, unless extended or earlier terminated by the
Co-Issuers (the "Expiration Time"). Tendered 2019 Notes may be
withdrawn at any time at or prior to 12:00 midnight, New York City
time, on April 21, 2014, unless extended or earlier terminated by the
Co-Issuers (the "Consent Payment Deadline"). 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by applicable law, tendered 2019 Notes may not be withdrawn after the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
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 $30.00 per
$1,000 principal amount of 2019 Notes tendered (the "Consent
Payment"). 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
"Offer to Purchase").
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. Questions
regarding the Offer may be directed to Morgan Stanley & Co. LLC, at
(800) 624-1808 (toll-free) or (212) 761-1057 (collect). Requests for
documentation relating to the Offer may be directed to D. F. King &
Co., Inc., at (800) 769-4414 (toll-free) or (212) 269-5550 (collect).
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.
This press release is for informational purposes only and is not an
offer to purchase, a solicitation of an offer to purchase or a
solicitation of consent with respect to any securities. The Offer is
being made solely pursuant to the Offer to Purchase and the related
Letter of Transmittal and Consent, which sets forth the complete
terms of the Offer. The Offer is not being made to holders of 2019
Notes in any jurisdiction in which the making of, or acceptance of,
the Offer would not be in compliance with the laws of such
About Navios South American Logistics Inc.
Navios South American
Logistics Inc. is one of the largest logistics companies in the
Hidrovia region of South America, focusing on the Hidrovia region
river system, the main navigable river system in the region, and on
cabotage trades along the eastern coast of South America. Navios
Logistics serves the storage and marine transportation needs of its
petroleum, agricultural and mining customers through its port
terminal, river barge and coastal cabotage operations.
Forward-Looking Statements -- Safe Harbor
This press release
contains forward-looking statements (as defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended) concerning future events and Navios
Logistics' subsidiaries. Words such as "expects," "intends," "plans,"
"believes," "anticipates," "hopes," "estimates," and variations of
such words and similar expressions are intended to identify
forward-looking statements. Such statements include statements
related to the Offer, including the Expiration Time, the Consent
Payment Deadline and possible completion of the Offer, as well as
comments regarding expected revenues and time charters. Although
Navios Logistics believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to have been correct. These
statements involve known and unknown risks and are based upon a
number of assumptions and estimates which are inherently subject to
significant uncertainties and contingencies, many of which are beyond
the control of Navios Logistics, including market conditions. Actual
results may differ materially from those expressed or implied by such
forward-looking statements. Navios Logistics expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in Navios Logistics' expectations with respect
thereto or any change in events, conditions or circumstances on which
any statement is based.
Navios South American Logistics Inc.
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