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SOURCE Grupo ACP
LIMA, Peru, Sept. 13, 2013 /PRNewswire/ -- Grupo ACP Inversiones y Desarrollo ("Grupo ACP") announced today that it has commenced a solicitation of consents (the "Consent Solicitation") from holders of record as of September 12, 2013 (the "Holders") of its outstanding $85.0 million aggregate principal amount of 9.00% Notes due 2021 (the "Notes") (ISIN XS0611909291, Common Code: 061190929) for the purposes of obtaining waivers (the "Proposed Waivers"), for certain defaults under the Indenture, dated as of March 30, 2011, as amended by the first supplemental indenture, dated as of March 21, 2013 (as so amended, the "Indenture"), by and among Grupo ACP, as issuer, Citibank, N.A., London Branch, as trustee, registrar and paying agent (the "Trustee"), and Dexia Banque Internationale a Luxembourg, societe anonyme, as Luxembourg transfer agent and paying agent (the "Luxemburg Agent"), governing the Notes.
The purpose of the Consent Solicitation is to obtain consents to the Proposed Waivers in order to waive: (i) the default in the Maximum Debt Ratio, for the 12-month period from June 30, 2013 until June 30, 2014 (for the avoidance of doubt, compliance will be required to be measured based on the financial statements as of June 30, 2014); and (ii) the anticipated default in the Dividend to Financial Expense Ratio as of December 31, 2013 (for the avoidance of doubt, annual compliance will be required to be measured based on the financial statements as of and for the 12 months ended December 31, 2014). The Company believes that the default in the Maximum Debt Ratio and the Dividend to Financial Expense Ratio will be cured after giving effect to a primary and secondary equity offering of Grupo ACP Corp. that is currently in process.
The Proposed Waivers require the consent of Holders as of the Record Date (as defined below) of a majority in aggregate principal amount of the Notes outstanding. Grupo ACP will pay a consent fee of US$2.50 in cash for each US$1,000 principal amount of Notes for which consents are properly delivered and not revoked on or prior to 5:00 p.m., Central Europe time, on September 26, 2013 (the "Consent Date"), unless it is extended by Grupo ACP, in its sole discretion.
The Consent Solicitation is conditioned upon receipt of consents from holders of at least a majority in aggregate principal amount of the outstanding Notes (the "Requisite Consents"). The Proposed Waivers will become effective and binding on all Holders of Notes as of the Record Date (as defined below) on the date of receipt of the Requisite Consents pursuant to the Consent Solicitation by the information and tabulation agent.
The terms and conditions of the Consent Solicitation are described in a consent solicitation statement dated September 13, 2013 (the "Consent Solicitation Statement"), which is being sent to all Holders of record as of 5:00 p.m. Central Europe time, on September 12, 2013 (the "Record Date"). Any questions regarding the Consent Solicitation or requests for assistance in delivering Consents or requests for additional copies of the Consent Solicitation Statement or other related documents should be directed to Bondholder Communications Group, LLC., the information and tabulation agent, at: +44 (0) 20 7382-4580 (London) or +1 (212) 809-2663 (New York); or to Citigroup Global Markets Inc., the Solicitation Agent at (800) 558-3745 (U.S. toll free) or (212) 723-6108 (collect), Attn: Liability Management Group.
Forward Looking Statements
This press release is for informational purposes only. The Consent Solicitation is only being made pursuant to the consent solicitation documents, including the Consent Solicitation Statement, which has been previously distributed to Holders of the Notes. The Consent Solicitation 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, blue sky or other laws of such jurisdiction.
About Grupo ACP
Grupo ACP is a leading financial services holding company focused on micro businesses in Peru, Mexico, Brazil and other Latin American countries. It is organized as an asociacion civil sin fines de lucro (not-for-profit association) headquartered in Lima, Peru.
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