SURA Asset Management S.A.announcesaTenderOffertopurchaseuptoU.S.$175,000,000 in aggregate principal amount of its 4.375% Senior Guaranteed Notes due 2027
SURA Asset Management S.A. (the “Company”) announced today that it has commenced a tender offer to purchase for cash (the “Tender Offer”) up to U.S.$175 million in aggregate principal amount of its 4.375% Senior Guaranteed Notes due 2027 (the “Notes”) (such amount, as may be increased or modified by the Company in its sole discretion, the “Maximum Amount”). The Tender Offer is being made pursuant to the terms of an Offer to Purchase dated May 6, 2025 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and is subject to certain conditions described therein.
Summary Timetable and Terms fortheTender Offer
— Maximum Acceptance Amount: U.S.$175 million
— Commencement of the Tender Offer: May 6, 2025
— Early Tender Time: 5:00 p.m. NYT on May 19, 2025
— Withdrawal Deadline: 5:00 p.m. NYT on May 19, 2025
— Early Settlement Date (at Company's Option): to be determined at the Company's option and is currently expected to be on May 22, 2025
— Expiration Time: 5:00 p.m. NYT on June 4, 2025
— Final Settlement Date: within three business days following the Expiration Time or as promptly as practicable thereafter.
Details of the Tender Offer
Thetablebelowsummarizescertainpaymentterms fortheNotes.
The Tender Offer is being made contemporaneously with the pricing of an offering by the Company of new senior guaranteed notes.
The Tender Offer expires at 5:00 p.m., New York City time, on June 4, 2025, unless extended or earlier terminated by the Company in its sole discretion (such time and date, as the same may be extended, the “Expiration Time”). In order for holders of Notes to be eligible to receive the Total Consideration (as defined below) for their Notes, such holders must validly tender (and not validly withdraw) such Notes at or prior to 5:00 p.m., New York City time, on May 19, 2025, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the “Early Tender Time”). Holders that tender Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration (as defined below), which does not include the Early Tender Payment (as defined below).
The consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer (the “Total Consideration”) will be U.S.$1,000.00. The Total Consideration includes an early tender payment (the “Early Tender Payment”) of U.S.$30.00 per U.S.$1,000 principal amount of Notes (which is payable in respect of Notes tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase). Holders who tender (and do not validly withdraw) their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive consideration (the “Tender Offer Consideration”), equal to (i) the Total Consideration minus (ii) the Early Tender Payment, on the Final Settlement Date (as defined below). The Total Consideration and the Tender Offer Consideration will be payable in cash in U.S. dollars. In addition, Holders whose Notes are accepted for purchase will also receive an amount equal to accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the applicable Settlement Date (as defined below) for the Notes accepted for purchase (the “Accrued Interest”). The Company will only accept for purchase Notes up to the Maximum Amount.
TheCompany'sobligationtoaccept forpurchase,andtopayfor,anyNotesvalidly tenderedandnotvalidlywithdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain customary conditions, as further described in the Offer to Purchase.
The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. However, the Tender Offer is subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase in respect of the Tender Offer, including the Financing Condition, as described therein.
Assuming the Company accepts Notes tendered pursuant to the Tender Offer and subject to the Maximum Amount and proration, the Company intends to accept for purchase on the Early Settlement Date (the “Early Settlement Date”) all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time. Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the settlement date (at the Company's option), which is expected to be within three business days after the Early Tender Time, or as promptly as practicable thereafter (the “Early Settlement Date”). The occurrence of the Early Settlement Date with respect to the Tender Offer will be determined at the Company's option, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company. Regardless of whether the Company chooses to exercise its option to have an Early Settlement Date with respect to the Tender Offer, the Company will purchase any remaining Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Time and that the Company chooses to accept for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company, within three business days following the Expiration Time or as promptly as practicable thereafter (the settlement date of such purchase being referred to as the “Final Settlement Date”), subject to the Maximum Amount and proration.
If the purchase of all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would causetheCompany toacceptforpurchaseanaggregateprincipalamountofNotesinexcessoftheMaximumAmount, then the Tender Offer will be oversubscribed at the Early Tender Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Company purchases an aggregate principal amount of Notes that does not exceed the MaximumAmount.Accordingly,iftheMaximum Amountisreached inrespectoftendersofNotesmadeatorprior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase.
If all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would not cause the Company to acceptforpurchase anaggregateprincipalamountofNotes equaltoorinexcessoftheMaximumAmount, assuming satisfactionorwaiveroftheconditionsoftheTender Offer,theCompany willpurchaseontheFinalSettlementDate, Notesvalidlytendered(andnotvalidly withdrawn)aftertheEarlyTender TimebutatorpriortotheExpirationTime and acceptedforpurchase,subjecttotheMaximumAmountandproration.Ifthepurchase ofsuchNoteswouldcause the CompanytoacceptforpurchaseanaggregateprincipalamountofNotes inexcessoftheMaximum Amount,thentheTender Offer will be oversubscribed at the Expiration Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase on the Final Settlement Date, Notes validly tendered (and not validly withdrawn)aftertheEarlyTenderTimebutatorpriortotheExpirationTimeandaccepted forpurchaseonaprorated basis according to the principal amount of such Notes, such that the Company purchases the maximum aggregate principalamountofNotesthatdoesnotexceedtheMaximumAmount; providedthatNotesvalidlytendered (andnot validly withdrawn) at or prior to the Early Tender Time willhavepriority in acceptance over Notes validly tendered aftertheEarlyTenderTime.Accordingly,iftheMaximum Amountisreached inrespectoftendersofNotesmadeat or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase.
Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York Citytime,onMay 19,2025,unlessextendedbytheCompany initssolediscretion(suchtimeanddate,asthesame may be extended,the “WithdrawalDeadline”), butnot thereafter. The Early Tender Timeor Expiration Time can be extended independently of the Withdrawal Deadline.
Inaddition,totheextentlegallypermittedtodoso,theCompany expressly reservestheabsolute right,initssolediscretion,atanytime (i)towaiveanycondition totheTenderOffer,(ii)toamendanyofthetermsoftheTenderOffer,(iii)toterminatethe TenderOffer;(iv)toincreaseordecreasetheMaximumAmount,(v)toextendtheWithdrawalDeadline,(vi)to extend or amend the Early Tender Time or the Expiration Time, or (vii) to modify the Tender Offer Consideration or the Early Tender Payment, in each case (other than clause (v)) without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of holders subject to applicable law.
BBVA Securities Inc. and J.P. Morgan Securities LLC are acting as the dealer managers for the Tender Offer and can be contacted with questions regarding the Tender Offer at the following telephone numbers and email addresses:
Copies of the Offer to Purchase are available to holders of Notes from Global Bondholder Services Corporation (GBSC),theinformationagentandthetenderagentfortheTenderOffer.RequestsforcopiesoftheOffertoPurchase should be directed to Global Bondholder Services Corporation (GBSC) via the website for the Tender Offer at https://www.gbsc-usa.com/SURA, at 65 Broadway,Suite 404, New York, NY 10006, Attn: Corporate Action, via email at contact@gbsc-usa.com, or by calling collect: +1 (212) 430-3774 (banks and brokers) or toll free: +1 (855) 654-2015 (all others).
The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase.Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any othersecuritiesoftheCompany oranyofitsaffiliates.TheTenderOfferisnotbeingmadeto,norwilltheCompany accepttendersof Notes from,holdersin any jurisdiction inwhich the Tender Offer wouldnotbein compliance with thesecuritieslawsofsuchjurisdiction.NorecommendationismadebytheBankofNewYorkMellonastrustee, the Company,thedealermanagersortheinformationagentandthetenderagentastowhetherholders shouldtendertheir Notes with respect to the Notes.Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer.
Holders that tender their Notes should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Tender Offer. Accordingly, holders of Notes wishing to participate in the Tender Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Tender Offer.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Actualresultsmaydiffer materiallyfromthosereflectedintheforward-lookingstatements.theCompany undertakes no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
Aboutthe Company
We are a leading asset management firm specializing in retirement savings solutions, and investment solutions for individuals, corporates and financial institutions primarily in Latin America. We manage a diversified portfolio of products, including mandatory and voluntary retirement savings and annuities, advisory for wealth management, corporate benefit solutions and investment management strategies for insurance companies and financial institutions.
IR Contact
Ana Isabel TamayoDirectorana.tamayo@sura-am.com Carrera 43 a# 3 – 101, 8th Floor (Medellín,Colombia)
Sandra JaramilloManager, Finance & Treasurysandra.jaramillo@sura-am.com Carrera 43 a# 3 – 101, 8th Floor (Medellín,Colombia)
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SOURCE SURA Asset Management S.A.
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