SANTIAGO, Chile, Jan. 7, 2016 /PRNewswire/ -- Sociedad de Inversiones Pampa Calichera S.A. ("Pampa Calichera") announced today that it has extended the date by which holders of their outstanding 7.75% Senior Secured Notes due 2022 (Rule 144A: CUSIP No. 83363TAA1 and ISIN US83363TAA16; Regulation S: CUSIP No. P8716HAA1 and ISIN USP8716HAA16) (the "Notes", and each holder of such Notes, a "Holder") must tender their Notes from January 6 to February 1, 2016. The tender offer consideration (the "Tender Offer Consideration") in connection with the current tender offer (the "Tender Offer") for up to U.S.$70 million in value of outstanding Notes is U.S.$1,020 for each U.S.$1,000 in principal amount of Notes.
The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated September 10, 2015, as amended (the "Offer to Purchase"). Upon the terms and subject to the conditions described in the Offer to Purchase, Pampa Calichera is offering to purchase for cash up to U.S.$70 million in value of the Notes (the "Maximum Repurchase Amount"). Pampa Calichera has extended the previously announced Expiration Time as defined below. As set forth in the table below, subject to the terms and conditions of the Tender Offer, Holders must now validly tender and not properly withdraw their Notes at or before 5:00 p.m., New York City time, on February 1, 2016, unless such date and time are extended or the Tender Offer is earlier terminated by Pampa Calichera in its sole discretion, subject to applicable law (such time and date, as may be extended or earlier terminated, the "Expiration Time") to receive the Tender Offer Consideration.
Holders must validly tender and not properly withdraw their Notes at or before the Expiration Time in order to be eligible to receive the Tender Offer Consideration. Tenders of Notes may be withdrawn at any time before the Expiration Time but not thereafter, except as required by law (the "Withdrawal Deadline"). Note, however, that Pampa Calichera may at any time or from time to time extend either the Expiration Time or the Withdrawal Deadline and retain all Notes tendered pursuant to such Offer. The Tender Offer will expire at the Expiration Time, unless otherwise extended.
Holders of Notes who already have validly tendered their Notes do not need to take any further action to receive the applicable Tender Offer Consideration.
Title of Security CUSIP Number Aggregate Principal Amount Outstanding Tender Maximum Repurchase Amount
Offer
Consideration(1)
ISIN
--- --- ---
7.75% Senior Secured Notes due 2022 U.S$246,000,000 U.S.$1,020 U.S.$70,000,000
83363TAA1
US83363TAA16
P8716HAA1
USP8716HAA16
--- --- ---
(1) Per U.S.$1,000 principal amount of Notes and excluding accrued and unpaid interest on the Notes, which will be paid in addition to the Tender Offer Consideration.
If more than the Maximum Repurchase Amount of Notes are validly tendered and not properly withdrawn, and Notes are accepted for purchase, the amount of Notes that will be purchased will be prorated as described in the Offer to Purchase. If, at the Expiration Time, the aggregate principal amount of Notes validly tendered and not properly withdrawn is less than the Maximum Repurchase Amount, Pampa Calichera expects to accept for payment all such Notes without proration.
Pampa Calichera anticipates that, subject to proration as described in the Offer to Purchase, it will accept for purchase and pay for Notes validly tendered and not validly withdrawn at or before the Expiration Time promptly following the Expiration Time. In addition to the Tender Offer Consideration, holders of Notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the settlement date.
Pampa Calichera reserves the right, but is not obligated, to increase the Maximum Repurchase Amount.
No Dealer Manager is being used in connection with the Tender Offer. There is no letter of transmittal for this Offer.
Except as amended, the tender offer continues to be made on the terms and subject to the conditions set forth in the Offer to Purchase, dated September 10, 2015.
As of 5:00 p.m., New York City time, on January 6, 2016, Holders of U.S.$25,405,000 in aggregate principal amount of the Notes had tendered such notes, representing 10.33% of the aggregate principal amount outstanding.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, copies of which may be obtained from Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offer, by calling (866) 807-2200 (Toll-Fee) or (212) 430-3774 (Collect).
This press release is not an offer to sell the Notes or any securities and it is not soliciting an offer to buy the Notes or any securities. Pampa Calichera has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities.
About Pampa Calichera
Pampa Calichera is a holding company whose principal corporate purpose is to invest in shares issued by SQM. For the last 20 years, Pampa Calichera's main activity has been to invest in shares of SQM. As of the date of the Offer to Purchase, Pampa Calichera owned directly and indirectly 53,671,736 Series A shares and 7,007,688 Series B shares of SQM, accounting for a total of 23.05% of its capital stock. This interest in SQM represents nearly all of Pampa Calichera's assets from which it derives its income. Pampa Calichera does not hold shares of any other operating company.
Forward-Looking Statements
Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Pampa Calichera's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Pampa Calichera's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Pampa Calichera does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.
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SOURCE Sociedad de Inversiones Pampa Calichera S.A.
