Hidrovias International Finance Initiates Tender Offer for Outstanding Notes Due 2031

On May 9, 2025, Hidrovias International Finance S.à r.l. officially announced its plan to execute a tender offer for all outstanding 4.950% Notes due in 2031. This offer signifies an important financial maneuver for the company, which is wholly owned by Hidrovias do Brasil S.A. The tender offer is not merely a buy-back initiative; it is accompanied by a consent solicitation aimed at adopting critical amendments to the indenture governing the notes.

The tender offer is set to purchase the 4.950% Notes that currently amount to approximately U.S.$442.2 million. The terms of the offer include a noteworthy consideration of U.S.$880.00 per U.S.$1,000 principal amount of notes, which amounts to a total of U.S.$930.00 when including an early tender payment of U.S.$50.00. Holders of these notes are encouraged to participate, especially considering the benefits tied to early submission before the designated Early Tender Date of May 22, 2025.

In conjunction with the tender offer, the company is soliciting consents from note holders for several proposed amendments. These Proposed Amendments are intended to:
1. Eliminate many of the restrictive covenants currently in place;
2. Allow pricing and settlement of a concurrent financing transaction to be completed prior to the tender offer’s settlement date;
3. Shorten the redemption notice period from a minimum of 30 days to just three business days.

To proceed with these amendments, the consent of more than 50% of the principal amount of all outstanding notes is required from the holders, excluding any notes that may be held by the company or its affiliates. It's important to note that simply participating in the tender offer implies consent to these changes.

Should the necessary consents not be acquired, Hidrovias International Finance retains the right to terminate the solicitation, and the proposed amendments will not become effective. Despite this potential setback, the company may still choose to accept and purchase notes tendered during the offer period. This stipulation underscores the flexibility of the company in navigating the complexities of such financial transactions.

The official tender offer is valid until 5 p.m. NY time on June 9, 2025, unless extended or terminated earlier. Interested holders who wish to participate should ensure their notes are tendered correctly, as outlined in the company’s Offer to Purchase documentation, which is available through the designated tender and information agent, D.F. King & Co., Inc.

Additionally, several leading financial institutions are acting as dealer managers and solicitation agents to facilitate this process, providing clarity and assistance to note holders.

In summary, this tender offer is a strategic step for Hidrovias International Finance, allowing the company to manage its debt portfolio effectively while providing an opportunity for investors to engage actively in the evolving financial landscape surrounding the notes. Potential participants are encouraged to review the details thoroughly to ensure they make well-informed decisions regarding their holdings.

Topics Financial Services & Investing)

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