Cap Cana Announces Extension of Consent Payment Deadline and Expiration Date and Issuance of Supplement to Offering CircularBy Prne, Gaea News Network
Thursday, April 16, 2009
SANTO DOMINGO, Dominican Republic - Cap Cana, S.A. (”Cap Cana”) announced today that it has extended the Consent Payment Deadline and Expiration Date for its previously announced exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”), originally announced on March 31, 2009, for any and all of its outstanding 9.625% Senior Secured Notes due 2013 (the “Existing Notes”).
Holders that wish to receive the consent payment referred to below must validly tender and not validly withdraw their Existing Notes on or prior to 5:00 p.m., New York City time, on April 23, 2009, unless further extended (the “Consent Payment Deadline”). The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on April 30, 2009, unless further extended (the “Expiration Date”).
Holders tendering their Existing Notes in the Exchange Offer and Consent Solicitation will be required to consent to proposed amendments to the indenture pursuant to which the Existing Notes were issued (the “Indenture”), which would eliminate substantially all of the restrictive covenants contained in the Indenture and the Existing Notes themselves, eliminate certain events of default, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions contained in the Indenture and the Existing Notes themselves. Holders may not exchange their Existing Notes without also delivering consents and may not deliver consents without also exchanging their Existing Notes.
Cap Cana is offering to pay holders of Existing Notes a consent payment of US$5.00 per US$1,000 principal amount of Existing Notes, payable in respect of Existing Notes validly tendered and not validly withdrawn and as to which consents to the proposed amendments are delivered on or prior to the Consent Payment Deadline, subject to the terms and conditions of the Exchange Offer and Consent Solicitation.
Cap Cana has issued a supplement (the “Supplement”) to the Offering Circular dated March 31, 2009 (the “Offering Circular”), to inform holders of Existing Notes of certain changes to the covenants and definitions set forth under the headings “Description of New Notes” and “Description of Recovery Notes” as set forth in the Offering Circular.
The amendments set forth in detail in the Supplement include, among other things:
– the establishment and funding on the Issue Date of a construction escrow account in the amount of US$7 million for the benefit of the New Notes;
– the addition of limitations on Cap Cana’s ability to substitute Post-Completion Receivables with Pre-Completion Receivables under the New Notes;
– the inclusion of additional limitations on Cap Cana’s use of Net Proceeds from Asset Sales and a shortening to 180 days of the time period for the investment of those Net Proceeds;
– a reduction to US$1 million of the limit below which transactions with related parties require third-party opinions as to fairness;
– limitations on the ability of Cap Cana to carry out open market purchases of New Notes and Recovery Notes;
– a requirement that Cap Cana achieve a certain rating prior to making any Restricted Payments;
– a provision requiring that a Receivables Review Firm be appointed to review and evaluate certain information relating to the Receivables pledged as Collateral under the New Notes; and
– the inclusion of a specific list of “Recovery Properties” under the Recovery Notes.
Defined terms used above are used as defined in the Offering Circular as amended by the Supplement. The Supplement should be read together with the Offering Circular and, in particular, the information set forth under the headings “Description of New Notes” and “Description of Recovery Notes.”
The Exchange Offer and Consent Solicitation are being made upon the terms and conditions set forth in the Offering Circular as amended by the Supplement, and the related Consent and Letter of Transmittal (the “Consent and Letter of Transmittal”). The Exchange Offer and Consent Solicitation are subject to the satisfaction of certain conditions, including receipt of consents sufficient to approve the proposed amendments. Further details about the terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the Offering Circular, the Supplement and the Consent and Letter of Transmittal.
Cap Cana has retained Weston International Capital Markets LLC to act as the Dealer Manager for the Exchange Offer and Consent Solicitation. Weston International Capital Markets LLC can be contacted at +1-212-888-4560. The Offering Circular and the Consent and Letter of Transmittal were distributed to holders of Existing Notes beginning on March 31, 2009. The Supplement is being distributed to holders of Existing Notes beginning today. Requests for documentation may be directed to Global Bondholder Services Corporation, the Exchange Agent and Information Agent for the Exchange Offer and Consent Solicitation, at +1-212-430-3774 (for banks and brokers only) or +1-866- 924-2200 (for all others toll-free).
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Existing Notes or any other securities. The Exchange Offer and Consent Solicitation are only being made pursuant to the terms and conditions set forth in the Offering Circular as amended by the Supplement and the Consent and Letter of Transmittal. The Exchange Offer and Consent Solicitation are not being made to holders of Existing 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 Cap Cana
Located on the easternmost tip of the Dominican Republic, Cap Cana is being developed as a multiuse luxury resort in the Caribbean with world-class beaches, championship golf courses, yachting facilities and other leisure amenities. The property consists of over 46 square miles (119.9 square kilometers) of land, including a five-mile (eight kilometer) coastline and 2.2 miles (3.5 kilometers) of one of the most pristine beaches in the region. As of September 30, 2008, Cap Cana had invested approximately US$485 million in infrastructure and other improvements. These included construction of approximately 25 miles (40 kilometers) of paved roads, water reservoirs and associated distribution and sewage treatment systems, power generation and distribution for the project’s increasing energy needs. Currently completed and operational are (i) a world-class private beach club, (ii) a Nicklaus Signature golf course and clubhouse, (iii) 87 slips in our in-land Marina that can accommodate yachts of up to 250 feet, (iv) 14 deluxe restaurants and several upscale retail shops in the Marina area, (v) the “Cap Cana Sanctuary Golf & Spa”, a 176 suite five-star luxury hotel, (vi) the Heritage School, with approximately 300 local and international students in attendance, (vii) more than 13,000 square meters of administrative offices and (viii) a 288-room residence for our employees.
Source: Cap Cana, S.A.
Miguel Guerrero of Cap Cana, S.A., +1-809-695-5501 ext. 3999, investor.relations at capcana.com
Tags: Cap Cana, Dominican republic, S.A., Santo domingo, School, Western Europe