Automotores Gildemeister SpA Announces Early Results and Extension of Early Exchange Time of Previously Announced Exchange Offers by AG Chile Holding II SpA for Outstanding 7.50% Junior Secured Notes due 2027 and 10.00% Subordinated Notes due 2035 and Related Consent Solicitations
SANTIAGO, Chile, Dec. 8, 2025 /PRNewswire/ -- Automotores Gildemeister SpA (the "Company") today announced the early results of the previously announced: (i) offer to all Eligible Holders (as defined herein) of the Company's 7.50% Junior Secured Notes due 2027 (the "Existing Junior Notes") to exchange (the "Existing Junior Notes Exchange Offer") any and all of their outstanding Existing Junior Notes for new 7.50% Senior Secured PIK Toggle Notes due 2032 (the "New 2032 Notes") to be issued by AG Chile Holding II SpA, a newly incorporated holding company (the "Issuer"), and cash, and (ii) offer to all Eligible Holders of the Company's 10.00% Subordinated Notes due 2035 (the "Existing Subordinated Notes" and, together with the Existing Junior Notes, the "Existing Notes") to exchange (the "Existing Subordinated Notes Exchange Offer" and, together with the Existing Junior Notes Exchange Offer, the "Exchange Offers" and each, an "Exchange Offer") any and all of their outstanding Existing Subordinated Notes for new 10.00% Subordinated Secured PIK Toggle Notes due 2035 (the "New 2035 Notes" and, together with the New 2032 Notes, the "New Notes") to be issued by the Issuer, and cash.
Upon the consummation of the Exchange Offers and the related Consent Solicitations (as defined herein), the Issuer will become the parent of the Company. The New Notes will bear interest at a rate and in the manner set forth in the confidential offering memorandum and consent solicitation statement, dated November 21, 2025 (as supplemented on November 28, 2025, and as it may be further supplemented and amended from time to time, the "Exchange Offering Memorandum") and will have such other terms and provisions as described in the Exchange Offering Memorandum.
Concurrently with the Exchange Offers, and on the terms and subject to the conditions set forth in the Exchange Offering Memorandum, the Issuer commenced the solicitation (each, a "Consent Solicitation" and, together, the "Consent Solicitations") of consents (each a "Consent" and, collectively, the "Consents") from Eligible Holders of the Existing Notes to adopt certain proposed amendments (the "Proposed Amendments") to the indentures governing the Existing Notes (the "Existing Notes Indentures") to (a) eliminate substantially all of the restrictive covenants, certain events of default and related provisions and definitions contained in each of the Existing Notes Indentures and the Existing Notes, (b) with respect to the Existing Junior Notes and the indenture governing the Existing Junior Notes only, release the liens on all of the collateral securing such Existing Junior Notes and eliminate any requirement to provide collateral in the future to secure the Existing Junior Notes and (c) permit the Company, in its sole discretion and at any time upon or following the consummation of the Exchange Offers and the Consent Solicitations, to cause the applicable trustee for the Existing Notes (or any successor trustee appointed under the applicable indenture governing the Existing Notes) to (i) exchange each beneficial interest in the existing global notes representing any Existing Notes and held via the book-entry facilities of DTC for one or more certificated or uncertificated notes representing such Existing Notes, in registered form, and (ii) maintain a register of such certificated or uncertificated notes in order to register the record ownership of such Existing Notes as well as transfers and exchanges of such Existing Notes.
The Issuer's obligation to accept for exchange Existing Notes validly tendered (and not validly withdrawn) pursuant to the Exchange Offers and related Consent Solicitations is subject to the satisfaction or waiver of certain conditions set forth in the Exchange Offering Memorandum, including the condition (the "Minimum Participation Condition") that Eligible Holders representing at least 98% of the outstanding aggregate principal amount of each series of Existing Notes validly tender (and do not validly withdraw) such Existing Notes on or prior to the Expiration Time (the "Minimum Tender Amount"). Subject to applicable law, the Issuer reserves the right, in its sole discretion, to increase, decrease or otherwise change the Minimum Tender Amount and/or waive the Minimum Participation Condition. The Issuer may waive certain conditions without extending the Exchange Offers or the Consent Solicitation, subject to applicable law.
Interim Results of Exchange Offers
As of 5:00 P.M., New York City time, on December 5, 2025, the Company has received, from Eligible Holders, valid and unwithdrawn tenders and related Consents, as reported by the Exchange Agent (as defined herein), representing $411,903,640 in aggregate principal amount of the Existing Notes, or approximately 97.60% of the aggregate principal amount of Existing Notes outstanding, as further specified in the table below:
Title of Existing Notes |
CUSIP No. / |
Aggregate |
Principal Amount |
Early Exchange |
7.50% Junior |
05330JAH1; (Rule 144A) P06006AG8; (Regulation S) |
$312,565,304 |
$304,235,616 |
$1,000 in value, |
10.00% |
05330J AJ7; (Rule 144A) P06006AH6; |
$109,478,440 |
$107,668,024 |
$1,000 in value |
(1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in this press release, the Exchange Offering Memorandum or printed on the Existing Notes. Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Existing Notes.
(2) The applicable Early Exchange Consideration to be delivered in exchange for each $1,000 principal amount of Existing Notes validly tendered at or prior to the Early Exchange Time (and not validly withdrawn at or prior to the Withdrawal Deadline), and accepted for exchange, is exclusive of any Early Settlement Accrued Interest, which Early Settlement Accrued Interest will be paid in cash by the Company in addition to the applicable Early Exchange Consideration to, but not including, the Early Settlement Date. For the avoidance of doubt, Eligible Holders who tender their Existing Notes after the Early Exchange Time will not be eligible to receive the Early Exchange Consideration. For a tendering holder entitled to receive New Notes of either series in a principal amount that is not an integral of $1.00, such amount will be rounded downward to the nearest integral multiple of $1.00. No consideration will be paid for Consents in the Consent Solicitations.
To the extent there are no additional tenders of Existing Notes following the Early Exchange Time, and all of the Existing Notes validly tendered prior to the Early Exchange Time are accepted for exchange by the Company in accordance with the terms of the applicable Exchange Offer, the aggregate principal amount of New 2032 Notes to be issued following consummation of the Existing Junior Notes Exchange Offer will be approximately $235,782,540 and the aggregate principal amount of New 2035 Notes to be issued following consummation of the Existing Subordinated Notes Exchange Offer will be approximately $104,437,942.
In addition, as of the Withdrawal Deadline, the Issuer has received the requisite number of Consents in each of the concurrent Consent Solicitations from Eligible Holders of Existing Notes to adopt the Proposed Amendments with respect to each series of Existing Notes. The Company expects to enter into supplemental indentures with respect to each of the Existing Notes Indentures with the applicable Existing Notes Trustee (as defined in the Exchange Offering Memorandum) and, with respect to the Existing Junior Notes, the Existing Junior Notes Collateral Agent (as defined in the Exchange Offering Memorandum), and the guarantors party thereto to reflect the Proposed Amendments immediately after the Early Exchange Time elapses, but the Proposed Amendments will become operative only upon the Exchange Offers on the Early Settlement Date, as further described in the Exchange Offering Memorandum.
Extension of Early Exchange Time
Since the Minimum Participation Condition has not been satisfied, the Issuer has extended the Early Exchange Time (as defined in the Exchange Offering Memorandum) to 5:00 P.M., New York City time, on December 12, 2025, unless further extended (such time and date as it may be further extended, the "Early Exchange Time"). Subject to the satisfaction or waiver of the conditions of the Exchange Offers and Consent Solicitations described in the Exchange Offering Memorandum, including the Minimum Participation Condition, the General Conditions (as defined and further described in the Exchange Offering Memorandum), and the tender acceptance procedures described in the Exchange Offering Memorandum, Eligible Holders who validly tender their Existing Notes at or prior to the Early Exchange Time will receive the applicable Early Exchange Consideration set forth in the table above. Accrued and unpaid interest on the Existing Notes validly tendered at or prior to the Early Exchange Time (and not validly withdrawn at or prior to the Withdrawal Deadline) (such interest, the "Early Settlement Accrued Interest") will be paid in cash by the Issuer to, but not including, the early settlement date of the Exchange Offers, which is expected to occur promptly after the Early Exchange Time and no later than four business days after the Early Exchange Time (such date, the "Early Settlement Date"). Each participating Eligible Holder must validly tender all of the Existing Notes it holds.
Rights to withdraw tendered Existing Notes and to revoke delivered Consents terminated at 5:00 P.M. New York City time on December 5, 2025, (such time and date, the "Withdrawal Deadline"), except for certain limited circumstances where additional withdrawal rights are required by law or by the terms and conditions set forth in the Exchange Offering Memorandum. Eligible Holders who have already validly tendered their Existing Notes may no longer withdraw their tendered Existing Notes and do not need to take any further action on account of this newly announced Early Exchange Time, or any future extension thereof.
As previously announced, the Exchange Offers and the Consent Solicitations will expire at 5:00 P.M., New York City time, on December 22, 2025, unless extended (such time and date as it may be extended, the "Expiration Time"). Subject to the tender acceptance procedures described in the Exchange Offering Memorandum, Eligible Holders who validly tender their Existing Notes after the Early Exchange Time but at or prior to the Expiration Time will receive the Late Exchange Consideration (as such term is defined in the Exchange Offering Memorandum). No consideration will be paid for Consents in the Consent Solicitations. Accrued and unpaid interest on the Existing Notes validly tendered after the Early Exchange Time and at or prior to the Expiration Time will be paid in cash by the Issuer to, but not including, the final settlement date of the Exchange Offers, which is expected to occur promptly after the Expiration Time and no later than three business days after the Expiration Time. Each participating Eligible Holder must validly tender all of the Existing Notes it holds.
The consummation of each of the Exchange Offers and the Consent Solicitations is subject to, and conditioned upon, the satisfaction or waiver by the Issuer of, the Minimum Participation Condition, the Requisite Consents Condition and the General Conditions (each as defined in the Exchange Offering Memorandum). Subject to applicable law, the Issuer reserves the right, in its sole discretion, to amend, extend, terminate or withdraw one of the Exchange Offers and related Consent Solicitations without amending, extending, terminating or withdrawing the other, at any time and for any reason, including if any of the conditions set forth under "Conditions to the Exchange Offers and the Consent Solicitations" in the Exchange Offering Memorandum with respect to the applicable Exchange Offer is not satisfied as determined by the Issuer in its sole discretion.
Subject to applicable law and the terms and conditions set forth in the Exchange Offering Memorandum, the Early Exchange Time with respect to each Exchange Offer and related Consent Solicitation can be extended independently of (i) the Withdrawal Deadline for such Exchange Offer and (ii) the Early Exchange Time, the Expiration Time or Withdrawal Deadline with respect to the other Exchange Offer. Notwithstanding the foregoing, the Issuer reserves the right to amend any of the terms of either Exchange Offer and Consent Solicitation in its sole discretion without extending the Early Exchange Time, the Expiration Time or the Withdrawal Deadline or otherwise reinstating withdrawal rights, subject to applicable law and the terms and conditions set forth in the Exchange Offering Memorandum.
The New Notes and the offerings thereof have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The Exchange Offers and Consent Solicitations will only be made, and the New Notes are only being offered and issued, to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers as defined in Rule 144A promulgated under the Securities Act, (b) non-U.S. persons, in transactions outside the United States, as defined in Regulation S under the Securities Act, or (c) "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act (such holders, the "Eligible Holders"). Only Eligible Holders that have completed and returned the eligibility certification to the Exchange Agent are authorized to receive and review the Exchange Offering Memorandum and to participate in the Exchange Offers and Consent Solicitations. Copies of all the documents relating to the Exchange Offers and Consent Solicitations may be obtained from the Exchange Agent, subject to confirmation of eligibility by the Exchange Agent. There will be no letter of transmittal for the Exchange Offers.
Eligible Holders of the Existing Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under "Risk Factors" and "Cautionary Statement About Forward-Looking Statements" before making any decision with respect to the Exchange Offers or the Consent Solicitations. None of the Company, the Issuer, the Exchange Agent, the Information Agent (as defined herein), the Existing Notes Trustee, the New Notes Trustee (as defined in the Exchange Offering Memorandum), the Collateral Agent (as defined in the Exchange Offering Memorandum), the Supporting Noteholders (as defined in the Exchange Offering Memorandum) or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Existing Notes should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder's Existing Notes for New Notes in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Each Eligible Holder of Existing Notes must make its own decision with respect to whether to tender Existing Notes in the Exchange Offers and, if so, the amount of Existing Notes as to which action is to be taken. Each Eligible Holder of Existing Notes should consult with its advisors as needed to make its decision to tender Existing Notes pursuant to the Exchange Offers and to deliver Consents pursuant to the Consent Solicitations and to determine whether it is legally permitted to participate in the Exchange Offers and Consent Solicitations under applicable laws or regulations.
S&P Global has been appointed as the exchange agent (the "Exchange Agent") and information agent (the "Information Agent") for the Exchange Offers and Consent Solicitations. Questions concerning the Exchange Offers and the Consent Solicitations may be directed to the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum.
About Automotores Gildemeister SpA
Automotores Gildemeister is a leading automotive distributor and dealer group founded in 1986 and headquartered in Santiago, Chile. The company is best known as the official distributor of Hyundai vehicles in Chile and Peru, and also represents other brands such as Volvo, Land Rover, Jaguar, JAC, Mahindra, Geely, JMC, among others.
It operates across Chile, Peru and Costa Rica, with a network of own- and third-party dealers with over 1,000 employees regionally. Its business model includes vehicle sales (new and used), financing and insurance solutions, after-sales services, spare parts aiming to provide a comprehensive mobility ecosystem.
Automotores Gildemeister has played a key role in Hyundai's growth in Latin America and maintains a strong market presence through innovation, customer service, and a diversified portfolio of automotive brands.
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Exchange Offers, the Consent Solicitations or any other transactions, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made in this press release may be deemed "forward-looking statements" including any statements about the Issuer's proposed Exchange Offers and Consent Solicitations. Any statements that are not statements of historical fact should be considered forward-looking statements. These forward-looking statements generally are identified by the words such as "believe", "could", "may", "will", "anticipate", "can", "expect", "intend", "target", "estimate", "project", "potential", "predict", "forecast", "guideline", "should" or similar expressions, may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. As with the forward-looking statements included in this press release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors, including but not limited to, the adverse impact of failing to consummate the contemplated transactions on our financial condition, business and prospects, the risk that an insufficient number of Eligible Holders participate in the Exchange Offers and tender their Existing Notes, the risk that the Exchange Offers are not consummated on the terms we anticipate or at all, and diversion of our management's attention away from our business in connection with the transactions described herein. All forward-looking statements are based upon information available to the Company and the Issuer on the date of this press release. The Company and the Issuer undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The Company and the Issuer may not succeed in addressing these and other risks.
Contacts
For questions concerning the Exchange Offers and the Consent Solicitation, please contact the Exchange Agent via email at exchangeoffer@spglobal.com, with a reference to "Automotores Gildemeister" in the subject line, or by phone at (212) 849-3880 (banks and brokers) or (888) 593-9546 (toll-free).
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