Arendt & Medernach advises on Auna’s US$250.4 million New Notes Exchange Offer and $550 million Secured Term Loan

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Arendt & Medernach assisted a syndicate of dealer managers consisting, among others, of HSBC Securities (USA) Inc. (HSBC), Santander US Capital Markets LLC (Santander) and Banco BTG Pactual S.A. — Cayman Branch (BTG) on the Luxembourg law aspects of an offer made by Auna S.A. (“Auna”), one of the largest and most recognized players in the Latin American healthcare industry with presence in Mexico, Columbia and Peru, to exchange its 6.50% senior notes due 2025 (“2025 Notes”) for newly issued 10.00% senior secured notes due 2029 (the “2029 Notes”) and as solicitation agents in Auna’s concurrent solicitation of consents to amend the indenture governing the 2025 Notes.

The exchange offer launched on November 10, 2023, and expired on December 12, 2023, with the participation of 81.1%, or US$243.3 million, of the aggregate principal amount of the 2025 Notes. The settlement of the exchange offer and the issuance of the new notes occurred on December 18, 2023, and an aggregate principal amount of US$250.4 million of 2029 Notes were issued. 

Arendt & Medernach also represented the structuring agents, joint lead arrangers and bookrunners consisting of, among others, HSBC and Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, S.A. on the Luxembourg law aspects of a $550 million secured term loan maturing in 2028 that was extended to Auna and Grupo Salud Auna México, S.A. de C.V., as borrowers.

Finance & Capital Markers team members involved:

François Warken, Partner
Serge Zeien, Counsel
Milos Vulevic, Senior Associate
Arina Belikova, Associate

Tax team members involved:

Vincent Mahler, Partner
Yves Philippart de Foy, Counsel
Lucile Dos Santos, Senior Associate

We were acting alongside the following firms (representing underwriters):  

Cleary Gottlieb Steen & Hamilton LLP (Underwriters International Counsel)
Garrigues (Peru and Colombia) (Underwriters Local Counsel)
Galicia Abogados (Mexico) (Underwriters Local Counsel)