Hidrovias International Finance Announces Tender Offer
Hidrovias International Finance S.à r.l., a private limited liability company based in Luxembourg and fully owned by Hidrovias do Brasil S.A., has initiated a significant Tender Offer aimed at repurchasing its outstanding 4.950% Notes due 2031. This move seeks to optimize the company’s financial strategy, allowing for the potential restructuring of certain covenant-related obligations associated with the Notes.
Details of the Tender Offer
The company is not only looking to repurchase these Notes but is also soliciting consents from Holders to adopt specific Proposed Amendments to the indenture governing the Notes. These amendments aim to make significant changes: they would substantially eliminate restrictive covenants and some events of default, allow for earlier pricing and settlement of other financing transactions, and reduce the required redemption notice period from 30 days to just three business days. Holders of more than 50% of the outstanding principal must consent to these Proposed Amendments for them to take effect.
Important Conditions and Considerations
Participants in the Tender Offer will automatically be considered to have consented to the Proposed Amendments as long as they tender their Notes. However, it is crucial to note that holders cannot submit consents for the Proposed Amendments without also tendering the related Notes.
Should the company fail to receive the necessary consents, the Consent Solicitation may be stopped, and the amendments will not be enacted. Nevertheless, even if consents aren't secured, the company retains the discretion to proceed with purchasing the tendered Notes contingent upon satisfying the terms outlined within the applicable indenture.
Key Information Related to the Tender Offer
Essential information regarding the Tender Offer is summarized below, including pricing and considerations for holders participating in the offer:
- Notes Title: 4.950% Notes due 2031
- ISIN/CUSIP: ISIN: US42953LAB80 / CUSIP: 42953LAB8
- Principal Outstanding Amount: U.S. $442.2 million
- Tender Offer Consideration: U.S. $880.00 per $1,000
- Early Tender Payment: U.S. $50.00 per $1,000
- Total Consideration: U.S. $930.00 per $1,000
Expiration and Important Dates
The Tender Offer and related Consent Solicitation are set to expire at 5:00 p.m. New York City time on June 9, 2025, unless extended or terminated early. Holders who wish to receive the Total Consideration—along with the Early Tender Payment and any accrued interest—must submit their Notes and related consents by the Early Tender Date of 5:00 p.m. New York City time on May 22, 2025, pending any extensions.
Withdrawal and Revocation Rights
It is essential for note holders to know that they can withdraw their tendered Notes and revoke their delivered consents up until the Withdrawal Deadline, also set for May 22, 2025. Post this date, withdrawals or revocations will not be permitted except where required by applicable law.
Contact Information for Assistance
Investors seeking further details about the Tender Offer can reach out to the designated Dealer Managers and Solicitation Agents. Communication can be established with:
- Itau BBA USA Securities at +1 (888) 770-4828 or +1 (212) 710-6749
- BofA Securities at +1 (888) 292-0070 or +1 (646) 855-8988
- J.P. Morgan Securities at +1 (866) 846-2874 or +1 (212) 834-7279
- Morgan Stanley & Co. at +1 (800) 624-1808 or +1 (212) 761-1057
For any inquiries, investors can also contact D.F. King & Co., Inc., the tender and information agent for the Tender Offer.
Frequently Asked Questions
What is the purpose of the Tender Offer announced by Hidrovias?
The Tender Offer aims to repurchase its 4.950% Notes due 2031 and amend certain indenture provisions to enhance financial flexibility.
When does the Tender Offer expire?
The Tender Offer is set to expire at 5:00 p.m. New York City time on June 9, 2025, unless otherwise extended.
What are the potential benefits of participating in the Tender Offer?
Holders can receive Total Consideration, which includes Early Tender Payment and any accrued interest, as well as influence the consent amendments.
Who should be contacted for more information regarding this Tender Offer?
Questions can be directed to designated Dealer Managers or the Tender and Information Agent for assistance.
What happens if the Requisite Consents are not obtained?
If the necessary consents are not received, the Consent Solicitation may be terminated and proposed changes to the indenture will not take effect.
