Auna’s Exchange Offer and Secured Term Loan

Cleary Gottlieb represented Citigroup Global Markets Inc. (Citi), HSBC Securities (USA) Inc. (HSBC), Santander US Capital Markets LLC (Santander), and Banco BTG Pactual S.A. - Cayman Branch (BTG), as dealer managers, in an offer by Auna S.A. (Auna) to exchange its 6.5% senior notes due 2025 for newly issued 10% senior secured notes due 2029 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 $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 $250.4 million of 2029 notes were issued.

Cleary also represented Citi, HSBC, and Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, as structuring agents, joint lead arrangers, and bookrunners, in 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. Auna used the proceeds of the term loan, which closed on December 18, 2023, to repay indebtedness and pay certain costs and fees related to the transactions.

The term loan and the 2029 notes are guaranteed by certain of Auna's subsidiaries and are secured by real estate assets in Mexico, Peru, and Colombia, and by shares of Auna's material subsidiaries.

Auna is one of the largest and most recognized players in the Latin American health care industry with presence in Mexico, Colombia, and Peru.