Auna S.A. Reports Early Results of Cash Tender Offer and Consent Solicitation for 10.000% Senior Secured Notes Due 2029
Auna S.A. (NYSE: AUNA), a Luxembourg-based public limited liability company and one of Latin America’s leading integrated healthcare providers, announced the early tender results for its previously disclosed cash tender offer to purchase any and all of its outstanding 10.000% Senior Secured Notes due 2029 (the “Notes”). The tender offer is being conducted in accordance with the terms and conditions detailed in the Offer to Purchase and Consent Solicitation Statement dated October 20, 2025 (the “Offer to Purchase”).
This announcement marks an important step in Auna’s ongoing financial optimization strategy as it continues to strengthen its balance sheet and align its debt profile with its long-term growth objectives across Mexico, Peru, and Colombia.
Overview of the Tender Offer and Consent Solicitation
Auna launched the Tender Offer to repurchase all of its outstanding Notes due 2029, while simultaneously soliciting consents from holders to amend the indenture governing those Notes. The Consent Solicitation seeks to eliminate substantially all restrictive covenants and certain events of default contained in the indenture, thereby providing Auna greater operational flexibility going forward.
The Notes were originally issued under the indenture dated December 18, 2023 (the “Base Indenture”), among Auna, its guarantors, and Citibank, N.A., acting as trustee, paying agent, registrar, and transfer agent. The indenture was later supplemented on October 18, 2024, by a first supplemental indenture (the “First Supplemental Indenture”). Collectively, these documents form the “Indenture” governing the Notes.
The amendments being proposed through this process (the “Proposed Amendments”) are designed to streamline Auna’s debt documentation, eliminate certain limitations that could restrict future corporate or financing activities, and modernize the terms of the Notes in line with Auna’s evolving capital structure.
Early Tender Results
The Early Tender Date for the Tender Offer and Consent Solicitation was set for 5:00 p.m. (New York City time) on October 31, 2025. According to Global Bondholder Services Corporation—the designated tender and information agent—approximately US$273.7 million in aggregate principal amount of Notes, representing about 73.39% of the total outstanding Notes, had been validly tendered and not withdrawn by that time.
This significant participation level indicates strong investor engagement and confidence in Auna’s capital management strategy.
Auna has confirmed that it has obtained the requisite consents from holders of a majority of the Notes outstanding (excluding those held by the Company or its affiliates) necessary to implement the Proposed Amendments to the Indenture. Consequently, the company expects to execute a Supplemental Indenture reflecting these amendments. This Supplemental Indenture will become effective upon execution but will only become operative upon consummation of the Tender Offer—either on the Early Settlement Date or the Final Settlement Date, as applicable.
Conditions of the Tender Offer
Auna’s acceptance of Notes tendered under the Tender Offer remains subject to several conditions, including the successful consummation of a proposed new notes offering (the “Proposed New Notes Offering”). This new issuance is expected to refinance or replace part of the outstanding debt, further optimizing Auna’s capital structure.
The Company retains the right to waive or modify any conditions at its sole discretion, extend or terminate the Tender Offer or Consent Solicitation, or amend the terms at any time, as detailed in the Offer to Purchase.
Settlement and Payment Terms
Holders who validly tendered their Notes on or before the Early Tender Date are eligible to receive the Total Consideration, which comprises:
- The Tender Offer Consideration per US$1,000 principal amount of Notes;
- The Early Tender Payment of US$50 per US$1,000 principal amount; and
- Any Accrued Interest up to, but excluding, the applicable settlement date.
According to the Offer to Purchase, Auna plans to make payment for these Notes on an Early Settlement Date, expected around November 6, 2025, approximately four business days after the Early Tender Date, or as soon thereafter as practicable.
The Tender Offer will officially expire at 5:00 p.m. (New York City time) on November 18, 2025, unless extended or terminated earlier. Notes tendered after the Early Tender Date but before the Expiration Date will still be accepted for purchase, but those holders will not receive the Early Tender Payment. Instead, they will receive only the Tender Offer Consideration plus Accrued Interest, payable on the Final Settlement Date, expected around November 21, 2025.
If an Early Settlement occurs, subsequent tenders will settle on the Final Settlement Date. If not, all accepted tenders will settle together on the Final Settlement Date.
Key Offer Details
| Title of Security | ISIN/CUSIP Numbers | Principal Amount Outstanding | Aggregate Principal Amount Tendered | Percentage Tendered | Total Consideration (per US$1,000) |
|---|---|---|---|---|---|
| 10.000% Senior Secured Notes due 2029 | US05151AAA16 / USL0415AAA18 | US$372,937,161 | US$273,709,580 | 73.39% | US$1,070 |
(Includes an Early Tender Payment of US$50 per US$1,000 principal amount of Notes validly tendered and accepted for purchase.)
Execution of the Proposed Amendments
Having received the necessary majority consents, Auna intends to execute the Supplemental Indenture to effectuate the Proposed Amendments. These amendments are set to eliminate substantially all restrictive covenants and certain default-related provisions from the original Indenture.
In practical terms, this means that Auna will gain more financial and operational flexibility—enabling it to make strategic decisions related to financing, investments, acquisitions, or asset management without the restrictive oversight previously embedded in the bond terms. This step aligns with broader trends among Latin American corporate issuers seeking to modernize debt covenants to better match global standards.
The Supplemental Indenture will become operative only upon the successful completion of the Tender Offer and associated settlement, ensuring that the amendments take effect in tandem with the financial restructuring outcomes.
Regulatory and Legal Considerations
Auna emphasized that neither the Offer to Purchase nor any related documents have been reviewed or approved by any federal or state securities regulator in any jurisdiction. The Company cautioned that it is unlawful and potentially a criminal offense to make any representation contrary to this disclaimer.
Furthermore, the announcement clarified that this notice does not constitute an offer or solicitation to buy or sell any securities—including the Notes or the proposed new notes—in any jurisdiction. The Tender Offer and Consent Solicitation are being made exclusively through the official Offer to Purchase and Consent Solicitation Statement, which outlines the complete terms, conditions, and risk factors associated with the transactions.
Information and Assistance
Auna has appointed Global Bondholder Services Corporation as the Tender and Information Agent for this transaction. Holders with questions or who require additional copies of the Offer to Purchase can contact the agent at the following details:
Global Bondholder Services Corporation
Attn: Corporate Actions
65 Broadway – Suite 404
New York, NY 10006
- Banks and Brokers: +1 (212) 430-3774
- Toll-Free (All others): +1 (855) 654-2014
- Email: contact@gbsc-usa.com
For inquiries concerning the Tender Offer or Consent Solicitation, investors may also contact any of the Dealer Managers and Solicitation Agents, listed below:
Citigroup Global Markets Inc.
388 Greenwich Street, Trading 4th Floor
New York, NY 10013
- Collect: +1 (212) 723-6106
- Toll-Free: +1 (800) 558-3745
- Email: Ny.liabilitymanagement@citi.com
HSBC Securities (USA) Inc.
66 Hudson Boulevard
New York, NY 10001
- Collect: +1 (212) 525-5552
- Toll-Free: +1 (888) HSBC-4LM
- Email: lmamericas@us.hsbc.com
Santander US Capital Markets LLC
437 Madison Avenue
New York, NY 10022
- Collect: +1 (212) 940-1442
- Toll-Free: +1 (855) 404-3636
- Email: AmericasLM@santander.us
Context and Strategic Rationale
Auna’s decision to launch this Tender Offer and Consent Solicitation reflects a deliberate move to enhance financial flexibility, reduce future interest costs, and simplify debt documentation. The Notes, originally bearing a 10.000% interest rate, represent a significant component of Auna’s capital structure.
By repurchasing a substantial portion of these Notes and concurrently introducing a new notes offering, Auna aims to lock in more favorable long-term financing conditions. This strategy also provides the Company with the ability to redeploy capital toward strategic growth initiatives in Latin America, particularly in expanding healthcare infrastructure, medical technology platforms, and patient access programs.
With operations spanning Mexico, Peru, and Colombia, Auna has established itself as one of the largest integrated healthcare networks in the region, encompassing hospitals, clinics, oncology centers, and insurance services. A more agile balance sheet will enable Auna to invest in both organic and inorganic growth opportunities while continuing to strengthen its operational resilience in an evolving macroeconomic environment.
While the early results demonstrate strong participation, Auna’s management underscored that the Tender Offer process remains ongoing until November 18, 2025. The Company will continue to evaluate the financial outcomes and investor participation before finalizing settlements.
The successful completion of the Tender Offer and Consent Solicitation is expected to:
- Reduce overall debt levels and interest obligations;
- Simplify debt covenants, enhancing flexibility for future capital market transactions; and
- Strengthen Auna’s liquidity position through proactive liability management.
Moreover, the concurrent Proposed New Notes Offering, if completed, will help refinance the repurchased Notes, extend Auna’s debt maturity profile, and support its long-term expansion plans across Latin America.
The early tender results underscore the strong investor confidence in Auna’s strategy to optimize its capital structure and manage its liabilities proactively. With more than 73% of outstanding Notes tendered before the Early Tender Date, the company has already achieved a significant milestone in its debt management initiative.
The forthcoming settlement and completion of the Consent Solicitation will mark another pivotal moment for Auna as it positions itself for continued growth, financial stability, and regional leadership in Latin American healthcare.
As the company moves toward final settlement and potential new debt issuance, Auna remains committed to maintaining transparency with investors, strengthening its credit profile, and driving sustainable value creation for all stakeholders.
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