Juan Giráldez and Adam Brenneman

Cleary advises on Auna exchange offer and term loan

Cleary Gottlieb has advised Citigroup Global Markets, HSBC Securities, Santander US Capital Markets and Banco BTG Pactual – Cayman Branch, as dealer managers in an exchange offer by Auna of its 6.50% senior notes due 2025 (2025 Notes) for newly issued 10.00% senior secured notes due 2029 (2029 Notes). 50% due 2025 (2025 Notes) for new 10.00% senior secured notes due 2029 (2029 Notes) and as agent applicants in Auna’s concurrent application for consents to amend the indenture governing the 2025 Notes.

The exchange offer was launched on 10 November 2023 and expired on 12 December 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 took place on 18 December 2023, and an aggregate principal amount of $250.4 million of 2029 Notes was 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 due 2028 that was provided to Auna and Grupo Salud Auna México, as borrowers. Auna used the proceeds of the term loan, which closed on 18 December 2023, to repay debt and certain transaction-related costs and fees.

Other firms participating included Ritch Mueller as Mexican counsel to Auna, Posse Herrera Ruiz as Colombian counsel to the obligors, Rodrigo Elías & Medrano as Peruvian counsel to the obligors, Davis Polk & Wardwell as New York counsel to the obligors, Galicia Abogados as Mexican counsel to the lenders and purchasers, Garrigues as Colombian and Peruvian counsel to the lenders and purchasers, Skadden Arps Slate Meagher & Flom as New York counsel to the lenders and purchasers, and Ross PLLC as New York counsel to the administrative agent.

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 a recognised business in the healthcare industry in Latin America, with a presence in Mexico, Colombia and Peru.

Ritch Mueller’s team was led by partner Jean Paul Farah Chajín, assisted by lawyers Alonso Montes de Oca Márquez, Luis Miguel Posadas Yáñez, Rodrigo Vázquez Sainz, Salvador Ignacio Torres Bremer and Sebastián Corral Marini.

Cleary’s team included partners Juan Giráldez (pictured left) and Adam Brenneman (pictured right), associates Stephanie Monroe Rohlfs, Sofia Falzoni, Daniel Oyolu, Rebecca Niederberger Martinez, law clerk Mauricio Nieto, and international lawyers Rafael Lulli, Thamires Guerra, and Alejandro Araujo Gaviria. Partner Matthew Brigham and associate Adriana De Bartolo provided tax advice. Juan Giráldez is based in Sao Paulo. All other lawyers are based in New York.

L Giselle Estrada