Orazul Energy Perú SA announces the launch of a takeover bid for its 5.625% senior bonds due 2027


Lima, Peru, October 29, 2021 / PRNewswire / – Orazul Energy Perú SA (f / k / a Orazul Energy Egenor S. en C. por A.) (“Orazul“) announced today that it has launched a cash tender offer (the”Take-over bid“) up to an amount of its 5.625% senior bonds maturing in 2027 (the”Remarks“) which would not result in the overall purchase price being exceeded (as defined below) $ 41,800,000 (the “Maximum amount of the offer“). Information relating to the Securities and the Tender Offer is listed in the table below.





Advance call for tenders

(1) (2)

5.625% Senior
Notes due 2027

68559B AA5;

P7372B AA1

$ 404,686,000

$ 50.00

$ 1,007.50

(1) Per $ 1,000 principal amount of notes accepted for purchase (excluding accrued interest).

(2) Includes early payment of the offer.

The “Aggregate Purchase price“is the total amount that all holders are entitled to receive, excluding accrued interest (as defined below), for tickets which are validly brought in and accepted for purchase by Orazul. The”Total consideration” through $ 1,000 the principal of the Notes payable to holders who validly contribute (and do not validly withdraw) their Notes no later than the Early Contribution Date (defined below) is $ 1,007.50. The total consideration payable under the tender offer includes a “Advance payment of the call for tenders “ of $ 50.00 for each $ 1,000 principal amount of tickets. Holders will only be eligible to receive the Early Deposit Payment for Notes that such Holders have validly deposited (and not validly withdrawn) on or before 5:00 p.m., New York City It’s time November 12, 2021, unless extended by Orazul (the “Anticipated tender date“). Unitholders who validly tender (and do not validly withdraw) their Notes after the Early Contribution Date on or before the Expiry Date (as defined below), and whose Notes are accepted at the purchase, will be eligible to receive the Tender Offer The consideration, which is equal to the total consideration less the advance payment of the offer. The tender offer will expire at 11:59 p.m., New York City It’s time November 29, 2021, unless extended or terminated early by Orazul (the “Expiration date”). Payment for tickets validly deposited (and not validly withdrawn) on or before the expiration date and which are accepted will be made on the settlement date, which is expected to take place on December 1, 2021. The total consideration and the consideration for the tender offer will be payable in cash.

If the total amount of the Securities validly deposited (and not validly withdrawn) results in a Total Purchase Price greater than the Maximum Amount of the Offer, then, subject to the terms and conditions of the Public Offer, Orazul will accept the purchase of the Securities validly deposited (and not validly withdrawn) on a pro rata basis.

In addition, holders will receive accrued and unpaid interest on all Bonds tendered and accepted for payment under the Public Offer from the last interest payment date up to, but not including, the settlement date. of the Public Offer (such unpaid interest, as well as amounts thereon, the “Increased interest“).

Tickets can be collected at any time before 11:59 p.m., New York City It’s time November 29, 2021, unless extended by Orazul (the “Date of withdrawal“).

The Tender Offer is subject to certain customary conditions, but is not subject to the contribution of a minimum principal amount of Bonds. Subject to applicable law, Orazul may amend, modify or terminate the tender offer at any time in its sole discretion.

The Tender Offer constitutes an offer for the sale of assets in accordance with the requirements of the instrument governing the Securities, in the context of the sale of Orazul in October 2021 from its indirect participation in the thermal energy and hydrocarbon production activities, Termoselva SRL and Aguaytía Energy del Perú SRL, to an ad hoc vehicle of Nautilus Energy Partners LLC.

The terms and conditions of the Tender Offer are described in the Tender Offer, dated October 29, 2021 (as may be amended or supplemented from time to time, the “BidHolders are encouraged to carefully read the Offer to Purchase when it becomes available.

Orazul has retained Credit Suisse Securities (United States) LLC and Santander Investment Securities Inc., to act as Dealer Managers for the Tender Offer. DF King & Co., Inc. is the Information Agent and the Bidding Agent for the Tender Offer. Questions regarding the takeover bid should be directed to Credit Suisse Securities (United States) LLC at (800) 820-1653 (free call) or (212) 538-2147 (collect), or Santander Investment Securities Inc. at (855) 404-3636 (free call) or (212) 940-1442 (collect). Requests for documentation should be directed to DF King & Co., Inc. at (800) 370-1749 (toll free) or (212) 269-5550 (for banks and brokers) or [email protected]. This press release is for informational purposes only.

Neither the Offer to Purchase nor any related documents have been filed or reviewed by any federal or state securities commission or regulatory authority of any country, and the Offer to Purchase or any document related has not been reviewed or approved by the Peruvian Superintendence of the Securities Market (Superintendent del Market Valores) or the Lima Stock Exchange (Bolsa from Valores of Lima). No authority has passed on the accuracy or adequacy of the Offer to Purchase or any related material, and it is illegal and may constitute a criminal offense to make a statement to the contrary. The tender offer is made only on the terms and conditions set out in the tender offer.

This press release does not constitute an offer to purchase or the solicitation of an offer to purchase with respect to Notes or other securities. The tender offer is being made only in accordance with the terms of the tender offer. The take-over bid is not made to Noteholders in any jurisdiction in which making or accepting it would not comply with securities, blue sky or other laws. of that jurisdiction. None of the Orazul, the Dealer Managers or the Information Agent makes any recommendation as to whether holders should bring in or not bring in their Notes. Holders should carefully read the Offer to Purchase and the related documents, as they contain important information, including the various terms and conditions of the tender offer. Holders must make their own decision as to whether to deposit the Notes and, if so, the principal amount of the Notes to be deposited.

Forward-looking statements

This document may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 which are not based on historical facts and are not guarantees of future results. These forward-looking statements are based on management’s current expectations and estimates regarding future events and financial trends, which affect or may affect the business and results of operations of Orazul. The words “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar words are intended to identify estimates and forward-looking statements. These statements include, without limitation, forward-looking statements regarding the intended tender offer, including whether the takeover bid is consumed in whole or in part. Although Orazul believes these forward-looking statements are based on reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to Orazul. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any change in these assumptions or factors could cause actual results to differ materially from current expectations and Orazul’s future results could differ materially from those expressed in these forward-looking estimates and statements.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not rely on any forward-looking statements contained herein. Orazul assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE Orazul Energy Perú SA


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