Automotores Gildemeister SpA Announces Expiration and Final Results of Previously Announced Exchange Offers by AG Chile Holding II SpA for Outstanding 7.50% Junior Secured Notes due 2027 and 10.00...
SANTIAGO, Chile, Dec. 23, 2025 /PRNewswire/ -- Automotores Gildemeister SpA (the "Company") today announced the expiration and final results of the previously announced and extended: (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.
Concurrently with the Exchange Offers, and on the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated November 21, 2025 (as supplemented on November 28, 2025 and on December 8, 2025, and as it may be further supplemented and amended from time to time, the "ExchangeOffering 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.
On December 18, 2025 (the "Early Settlement Date"), the Company issued approximately $237,271,787 in aggregate principal amount of New 2032 Notes and approximately $105,101,526 in aggregate principal amount of New 2035 Notes in exchange for Existing Notes that were validly tendered at or prior to the Early Exchange Time and not subsequently withdrawn in the applicable Exchange Offer. Additionally, the supplemental indentures giving effect to the Proposed Amendments, entered into by the Company on December 12, 2025 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, also became operative on the Early Settlement Date.
As of 5:00 P.M., New York City time, on December 22, 2025 (the "Expiration Time"), the Company received from Eligible Holders, after the Early Exchange Time, additional valid and unwithdrawn tenders and related Consents, as reported by the Exchange Agent (as defined herein), of $389,273 in aggregate principal amount of the Existing Junior Notes and $22,085 in aggregate principal amount of the Existing Subordinated Notes. The holders of all Existing Notes validly tendered after 5:00 P.M. on December 12, 2025 (the "Early Exchange Time"), but on or prior to the Expiration Time, will be eligible to receive the applicable Late Exchange Consideration (as set forth in the Exchange Offering Memorandum) on the Final Settlement Date (as defined herein). Such holders will also receive the applicable Final Settlement Accrued Interest (as defined in the Exchange Offering Memorandum), which will be paid in cash by the Company in addition to the applicable Late Exchange Consideration to, but not including, the Early Settlement Date. No consideration will be paid for Consents in the Consent Solicitations. Interest will cease to accrue on the Final Settlement Date for all Existing Notes validly tendered after the Early Exchange Time and at or prior to the Expiration Time and accepted for exchange in the applicable Exchange Offer.
The final settlement of the Exchange Offers for Existing Notes validly tendered after the Early Exchange Time and at or prior to the Expiration Time is expected to occur on December 24, 2025 (such date, the "Final Settlement Date"), subject to the satisfaction of the General Conditions (as defined in the Exchange Offering Memorandum). Upon completion of the final settlement of the Exchange Offers, the Company will have exchanged in total, (i) $306,546,504 in aggregate principal amount of the Existing Junior Notes for New 2032 Notes and cash, and (ii) $108,374,224 in aggregate principal amount of the Existing Subordinated Notes for New 2035 Notes and cash, in each case, as 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 were made, and the New Notes were offered and will be 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").
S&P Global has been appointed as the exchange agent and information agent (the "Exchange 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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