Pesquera Exalmar S.A.A. Announces Tender Offer Results for Its 8.000% Senior Notes Due 2025 and Clarification of Expiration Time
June 21, 2021 at 08:55 am EDT
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Pesquera Exalmar S.A.A. ("Exalmar") announced the results of the previously announced cash tender offer (the "Tender Offer") for its outstanding 8.000% Senior Notes due 2025 (the "Notes") and solicitation of consents ("Consents") from registered holders of the Notes (the "Consent Solicitation") to certain amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"). In addition, following the announcement that President Biden signed a bill establishing Juneteenth, as a U.S. federal holiday, the Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on June 21, 2021 (the "Expiration Time"). The terms and conditions of the Tender Offer and the Consent Solicitation are described in Exalmar's Offer to Purchase and Consent Solicitation Statement, dated May 21, 2021 (the "Statement"), which sets forth the complete terms of the Tender Offer and Consent Solicitation. As of June 18, 2021, $59,107,000 in aggregate principal amount, or approximately 97%, of the outstanding Notes, excluding any outstanding Notes held by the company or its affiliates, has been validly tendered and not validly withdrawn. As previously announced, company obtained the consents of Holders of the majority of the outstanding Notes (excluding any Notes held by Exalmar or its affiliates) to the Proposed Amendments and has executed a supplemental indenture to the Indenture effectuating the Proposed Amendments. The Tender Offer and the Consent Solicitation will expire at the Expiration Time, unless extended or earlier terminated by the company. The withdrawal deadline for the Tender Offer and the Consent Solicitation expired at 5:00 p.m., New York City time, on June 4, 2021 (the "Withdrawal Deadline"). Notes already tendered and Consents already delivered may no longer be validly withdrawn or revoked, and any Notes tendered or Consents delivered after the Withdrawal Deadline but at or prior to the Expiration Time may not be validly withdrawn or revoked. Pursuant to the terms of the Tender Offer and the Consent Solicitation, the company expects to purchase the Notes validly tendered (and not withdrawn) on or prior to the Expiration Time on June 25, 2021 following the satisfaction of the conditions to the Tender Offer and Consent Solicitation, or as soon as practicable thereafter (the "Final Payment Date"). On the Final Payment Date, Exalmar will pay in cash the total consideration of $1,000 per each $1,000 principal amount of Notes (the "Total Consideration") that have been validly tendered (and not withdrawn) by Holders thereof on or prior to the Expiration Time and that have been accepted for purchase, together with accrued and unpaid interest to, but excluding, the Final Payment Date.
Pesquera Exalmar SAA is a Peru-based company primarily engaged in the fishing and food processing sectors. The Company mainly specializes in the extraction, processing and distribution of aquatic resources for direct human consumption, such as mackerels, jack mackerels, squid and mahi-mahi fish, as well as it also produces and distributes fish oil and fish meal. The Company's facilities include six production plants located in the cities of Paita, Chicama, Chimbote, Huacho, Callao and Tambo de Mora. In addition, it operates a fleet of 45 vessels with a total storage capacity of 12,230 cubic meters. As of December 31, 2011, the Company owned such subsidiaries as Corporacion del Mar SA, Inversiones Poas SAC, Pesquera del Sur SRL, Walda SAC, Inversiones Pesqueras Valentina SAC and Pesquera Cabasoni SAC, among others, and Caleta de Oro Holding SA was its majority shareholder with 60.62% of its interest.