10172017Headline:

Consolidated Energy Finance S.A. Announces Early Tender Results for Its Senior Floating Rate Notes due 2019 and 6.75% Senior Notes due 2019 and Early Settlement of Tender Offer

Jun 9, 2017 - (Newswire)

- Consolidated Energy Finance S.A. (the "Company") announced today that all of its outstanding $200,000,000 Floating Rate Notes due 2019 (the "Floating Rate Notes) and $884,440,000 of its outstanding 6.75% Senior Notes due 2019 (the "Fixed Rate Notes" and together with the Floating Rate Notes, the "Notes") were validly tendered by holders of the Notes at or prior to the early tender deadline of 5:00 p.m., New York City time, on June 9, 2017 (the "Early Tender Deadline"), pursuant to the Company's previously announced cash tender offer (the "Tender Offer") to purchase up to $200,000,000 aggregate principal amount (the "Floating Rate Notes Maximum Tender Amount") of its Floating Rate Notes and up to $551,200,000 aggregate principal amount (the "Fixed Rate Notes Maximum Tender Amount" and, together with the Floating Rate Notes Maximum Tender Amount, the "Maximum Tender Amount") of its Fixed Rate Notes. The Tender Offer is being made pursuant to the offer to purchase dated May 26, 2017, as supplemented by the release dated May 31, 2017 and this release (the "Offer to Purchase").

Since the aggregate principal amount of the Fixed Rate Notes validly tendered and not validly withdrawn exceeded the Fixed Rate Notes Maximum Tender Amount, the Company will only accept for purchase Fixed Rate Notes up to the Fixed Rate Notes Maximum Tender Amount. The Company will prorate the Fixed Rate Notes accepted for purchase using a proration factor of approximately 60.6%. If after proration is applied and proration causes the returned Fixed Rate Notes to fall below the minimum denomination of $200,000, the returned Fixed Rate Notes would be accepted in full.

The following table summarizes the early tender results as of the Early Tender Deadline and the aggregate principal amount of Notes that the Company has accepted for purchase:

Title of Security

CUSIP / ISIN

Outstanding
Aggregate
Principal Amount

Total
Consideration(1)(2)

Principal Amount
Tendered at Early
Tender Deadline

Principal Amount
Accepted for
Purchase at Early
Tender Deadline

Senior Floating
Rate Notes due
2019

Reg S:

L1957QAA8 / USL1957QAA87

Rule 144A:

20914UAA4 / US20914UAA43

$200,000,000

$1,000.00

$200,000,000

$200,000,000

6.75% Senior
Notes due 2019

Reg S:

L1957QAB6 / USL1957QAB60

Rule 144A:

20914UAB2 / US20914UAB26

$1,050,000,000

$1,034.50

$884,440,000

$551,200,000







_____________________

(1) Per $1,000 principal amount of Notes validly tendered and accepted for payment.

(2) Includes the Early Tender Payment of $30 per $1,000 principal amount of Notes.

The Company has accepted for purchase (i) $200,000,000 aggregate principal amount of its Floating Rate Notes and (ii) $551,200,000 aggregate principal amount of its Fixed Rate Notes validly tendered prior and not withdrawn to the Early Tender Deadline. The early settlement date on which the Company will make payment for such Notes accepted in the Tender Offer is expected to be on June 12, 2017 (the "Early Settlement Date"). The total cash payment to purchase the accepted Notes on the Early Settlement Date will be approximately $777.6 million.

The Tender Offer is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase in relation to the Tender Offer that is being sent to holders of the Notes, including (1) the successful closing of the offering of new senior notes on terms reasonably acceptable to the Company, and (2) certain general conditions, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Tender Offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes.

Holders of Notes that validly tendered their Notes on or prior to the Early Tender Deadline and whose Notes have been accepted for purchase are entitled to receive the "Total Consideration" for each $1,000 principal amount of (i) Floating Rate Notes validly tendered and accepted for purchase pursuant to the Tender Offer in an amount equal to $1,000.00 and (ii) Fixed Rate Notes validly tendered and accepted for purchase pursuant to the Tender Offer in an amount equal to $1,034.50, which each include an "Early Tender Payment" of $30.00 per $1,000 principal amount of Floating Rate Notes and Fixed Rate Notes, as applicable. Holders of Notes who validly tendered their Notes on or prior to the Early Tender Deadline and whose Notes have been accepted for purchase will also receive accrued and unpaid interest on their accepted Notes from the last interest payment date to, but not including, the Early Settlement Date.

All Notes purchased pursuant to the Tender Offer will be cancelled.

The Tender Offer will expire at 11:59 p.m., New York City time, on June 23, 2017, unless extended or earlier terminated by the Company. Because the Tender Offer has been fully subscribed as of the Early Tender Deadline, holders of Notes who tender Notes after the Early Tender Deadline will not have any of their Notes accepted for purchase. Any Notes tendered after the Early Tender Deadline, together with tendered Fixed Rate Notes that are not accepted for purchase due to proration, will be promptly returned or credited to the holders thereof as described in the Offer to Purchase.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully.

The Company has engaged Morgan Stanley & Co. LLC to act as dealer manager (the "Dealer Manager") for the Tender Offer. Persons with questions regarding the Tender Offer should contact Morgan Stanley & Co. LLC toll-free at (800) 624-1808 or collect at (212) 761-1057. Requests for documents should be directed to D.F. King & Co., Inc., acting as tender and information agent (the "Tender and Information Agent") for the Tender Offer, at (212) 269-5550 (for banks and brokers) or (888) 605-1958 (for noteholders) or by email at cef@dfKing.com.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Tender Offer is being made pursuant to the Tender Offer documents, including the Offer to Purchase that the Company is distributing to holders of the Notes. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Manager, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer.

Forward-Looking Statements

Statements made in this news release which describe the Company's intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words "believes," "expects," "anticipates," "plans," "estimates," "projects," "forecasts," or similar expressions. Examples of forward looking statements in this news release are statements about the expected size and timing of the Tender Offer. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company's actual results could differ materially from those expressed or implied in such statements. The Company does not intend, and the Company disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things the risks described under the caption "Risk Factors" in the Company Report dated May 23, 2017.

SOURCE Consolidated Energy Finance S.A.

Original Source: https://www.newswire.com/news/consolidated-energy-finance-s-a-announces-early-tender-results-for-its-senior

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