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AUNA Positive Sentiment Score: 70/100

AUNA S.A. ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER AND CONSENT SOLICITATION OF ANY AND ALL OF ITS OUTSTANDING 10.000% SENIOR SECURED NOTES DUE 2029 (CUSIP NOS. 05151A AA1 / L0415A AA1) Luxembourg

Key Takeaway: AUNA S.A. has announced the commencement of a cash tender offer and consent solicitation for its outstanding 10.000% senior secured notes due 2029. This offer aims to purchase any and all of the notes, allowing for potential amendments to restrictive covenants and default provisions. The tender offer, which begins on October 20, 2025, will expire on November 18, 2025, barring extensions. Investors can receive an early tender payment if they act before October 31, 2025, demonstrating AUNA's strategic efforts to optimize its financial obligations.

Market Sentiment Analysis

POSITIVE FACTORS

  • AUNA is initiating a cash tender offer for its senior secured notes, indicating financial maneuvering to manage debt.
  • The tender offer terms provide investors with favorable early tender payments.
  • The company is seeking changes to indenture agreements that could enhance operational flexibility.

Full Press Release Details

AUNA S.A. ANNOUNCES COMMENCEMENT OF CASH TENDER
SOLICITATION OF ANY AND ALL OF ITS OUTSTANDING 10.000% SENIOR SECURED NOTES DUE 2029
(CUSIP NOS. 05151A AA1 / L0415A AA1)
Luxembourg, October 20, 2025 - Auna
S.A. (NYSE: AUNA), a public limited liability company (soci t anonyme) incorporated and existing under the laws
of Luxembourg, having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, and registered with the Luxembourg Trade and Companies
Register (Registre de Commerce et des Soci t s, Luxembourg) under number B267590 ("Auna" or the "Company"),
a Latin American healthcare company with operations in Mexico, Peru and Colombia, announced today the commencement of an offer
to purchase for cash of any and all of the outstanding 10.000% Senior Notes due 2029 issued by Auna (the "Notes"), upon the
terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated October 20, 2025 (the
"Offer to Purchase") for the consideration described below (the "Tender Offer"). All capitalized terms used herein
but not defined in this announcement have the respective meanings ascribed to them in the Offer to Purchase.
Simultaneously with the Tender Offer, we are conducting
a solicitation of consents (the "Consent Solicitation") from Holders of the Notes to effect certain proposed amendments to
the indenture governing the Notes dated as of December 18, 2023 (as amended and supplemented from time to time, the "Base Indenture"),
by and among the Company, the guarantors party thereto (the "Guarantors") and Citibank, N.A., as trustee, paying agent, registrar
and transfer agent (the "Trustee"), under which the Notes were issued, as amended and supplemented by a first supplemental
indenture dated October 18, 2024 by and among, the Company, the Guarantors and the Trustee (the "First Supplemental Indenture"
and together with the Base Indenture, the "Indenture"). The Proposed Amendments (as defined below) with respect to the Indenture
would eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein,
as further described in the Offer to Purchase (the "Proposed Amendments"). Pursuant to the terms of such Indenture, the Proposed
Amendments require the consents of Holders of at least a majority in aggregate principal amount of the Notes outstanding (excluding any
Notes held by the Company or its affiliates) (the "Requisite Consents"). The term "Holder" means a registered
Holders that tender their Notes pursuant to the
Tender Offer and in accordance with the procedures described in this Offer to Purchase will be deemed to have delivered their consent
to the Proposed Amendments pursuant to the Consent Solicitation. Holders may not deliver consents to the Proposed Amendments without tendering
the related Notes. If a Holder tenders Notes in the Tender Offer, such Holder will be deemed to deliver its consent, with respect to the
principal amount of such tendered Notes, to the Proposed Amendments.
The following table summarizes certain payment
terms of the Tender Offer and Consent Solicitation:
Title of Security ISIN/CUSIP Numbers Principal Outstanding Amount Tender Offer Consideration (1) Early Tender Payment (1)(2) Total Consideration (1)
10.000% Senior Secured Notes due 2029 US05151AAA16/ USL0415AAA18 05151A AA1 / L0415A AA1 U.S.$372,937,161 U.S.$1,020 U.S.$50 U.S.$1,070
The Tender Offer will expire at 5:00 p.m., New
York City time, on November 18, 2025, unless extended or earlier terminated by the Company (such time and date, as it may be extended
or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the "Expiration Date"). Holders who
validly tender (and do not validly withdraw) their Notes and deliver (and do not revoke) their related consents to the Proposed Amendments
at or prior to 5:00 p.m., New York City time, October 31, 2025, unless extended by the Company (such time and date, as the same may be
extended, the "Early Tender Date"), in the manner described in the Offer to Purchase will be eligible to receive the Total
Consideration, which includes the Early Tender Payment with respect to the Notes, plus any Accrued Interest. Notes tendered may be withdrawn
and consents delivered may be revoked at any time at or prior to 5:00 p.m., New York City time, October 31, 2025, unless extended by the
Company (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be
required by applicable law.
To be eligible to receive the Total Consideration
set forth in the table above, Holders must validly tender and not validly withdraw their Notes at or prior to the Early Tender Date. Holders
who do not validly tender their Notes at or prior to the Early Tender Date will not be paid the Early Tender Payment and will only be
eligible to receive the Tender Offer Consideration. All Holders who validly tender their Notes will also receive accrued and unpaid
interest on the Notes from the last interest payment date on the Notes preceding the applicable Settlement Date to, but excluding, such
Settlement Date (as defined herein). In addition, in the event of a termination of the Tender Offer and Consent Solicitation, none of
the Total Consideration, the Tender Offer Consideration or any Accrued Interest will be paid or become payable to the Holder of such Notes,
and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.
At the Company's option, payment for Notes
validly tendered at or prior to the Early Tender Date and accepted for purchase will be made on the early settlement date, expected to
be within four business days following the Early Tender Date, or November 6, 2025, or as promptly as practicable thereafter (the "Early
If the Early Settlement Date occurs with respect
to the Notes, payment for Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date and accepted for purchase
will be made on the final settlement date, expected to be within three business days following the Expiration Date, or November 21, 2025,
or as promptly as practicable thereafter (the "Final Settlement Date"). The Notes validly tendered after the Early Tender
Date but at or prior to the Expiration Date and so accepted will receive the Tender Offer Consideration, plus any Accrued Interest, on
the Final Settlement Date, but not the Early Tender Payment. If no Early Settlement Date occurs, then payment for all the Notes that are
validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be made on
the Final Settlement Date.
Auna's obligation to purchase Notes pursuant
to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation
Statement under "The Tender Offer and Consent Solicitation-Conditions to the Tender Offer and Solicitation," which include,
(i) the receipt of the Requisite Consents and (ii) the successful consummation of a Proposed New Notes Offering and a Proposed Term Loan
(each as defined in the Offer to Purchase).
Auna reserves the right, in its sole discretion,
(1) to waive any and all conditions to the Tender Offer or Consent Solicitation; (2) to extend the Tender Offer or Consent Solicitation;
and (3) to terminate or to otherwise amend the Tender Offer or Consent Solicitation in any respect.
At any time after the Withdrawal Deadline and before
the Expiration Date, if we have received the Requisite Consents, on such date, we, each of the Guarantors of the Notes and the Trustee
may execute and deliver a second supplemental indenture to the Indenture, which will give effect to the Proposed Amendments to the Notes.
Neither the Offer to Purchase nor any related documents
have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense
to make any representation to the contrary.
The Tender and Information Agent for the Tender
Offer and Consent Solicitation is Global Bondholder Services Corporation. Additional contact information of the Tender and Information
Agent is set forth below.
Global Bondholder Services Corporation
Any questions or requests for assistance or for
copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or
a beneficial owner that is not a Holder) may also contact the Dealer Managers and Solicitation Agents at their telephone numbers set forth
below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.
This notice does not constitute or form part of any offer or invitation
to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor
shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.
The Tender Offer and Solicitation are made only by and pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement,
and the information in this notice is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. None of Auna,
the Guarantors, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendation as to whether
Holders should tender their Notes pursuant to the Tender Offer and Solicitation.
This notice is not an offer to sell or a solicitation of an offer to
buy New Notes (as defined in the Offer to Purchase). Tendering Holders who wish to tender their Notes for cash and also subscribe for
New Notes should quote a unique identifier code corresponding to the New Notes being subscribed ("Unique Identifier Code"),
which can be obtained by contacting the Dealer Managers and Solicitation Agents. The receipt of a Unique Identifier Code in conjunction
with any tender of Notes in the Tender Offer is not an allocation of the New Notes. In order to apply for the purchase of the
New Notes, such tendering Holders must make a separate application in respect of the New Notes for the purchase of such New Notes. If
the Proposed New Notes Offering is announced, the Company will review tender instructions received on or prior to the pricing of the New
Notes, and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes.
However, no assurances can be given that any Holder that tenders its Notes will be given an allocation of New Notes at the levels it may
subscribe for, or at all.

Frequently Asked Questions

What is Auna S.A. announcing?

Auna S.A. is initiating a cash tender offer for its outstanding 10.000% Senior Secured Notes due 2029.

What are the key dates for the Tender Offer?

The Tender Offer expires on November 18, 2025, with an Early Tender Date of October 31, 2025.

What will happen if the Tender Offer is terminated?

If terminated, no payments for Total Consideration or Accrued Interest will be made, and tendered Notes will be returned.

Who can participate in the Consent Solicitation?

Registered Holders of the Notes who tender their Notes can participate in the Consent Solicitation.

What is the Total Consideration for the Notes?

The Total Consideration is $1,070 for each $1,000 principal amount of the Notes, including accrued interest.

Last updated: Oct 20, 2025