PANAMA CITY, Panama, Aug. 4, 2021 /PRNewswire/ — Aeropuerto Internacional de Tocumen, S.A., a sociedad anónima organized under the laws of the Republic of Panama (the “Issuer”), offered to purchase for cash (the “Tender Offer”) from each registered holder (each, a “Holder” and, collectively, the “Holders”), any and all of its outstanding 5.625% Senior Secured Notes due 2036 (the “2036 Notes”) and 6.000% Senior Secured Notes due 2048 (the “2048 Notes” and, together with the 2036 Notes, the “Notes”), subject the terms and upon the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 22, 2021, as supplemented by the First Supplement to the Offer to Purchase and Consent Solicitation Statement dated July 23, 2021 (as further amended or supplemented from time to time, the “Statement”). In conjunction with the Tender Offer, the Issuer solicited consents (the “Consents”) to certain amendments further described in the Statement (the “Proposed Amendments”) to each of (i) the Indenture, (ii) the Intercreditor Agreement, (iii) the Trust Agreement and (iv) the Assignment Agreement (the “Consent Solicitation”). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement.
The Issuer hereby announces that, as of August 4, 2021, at 5:00 p.m. New York City time (the “Early Tender Date“), it received valid tenders of Notes and Consents from Holders in the following amounts:
| Description | CUSIP | ISIN | Common | Outstanding | Aggregate | Percentage of |
| 5.625% | 00787CAB8/ | US00787CAB81/ | 140950556/ | U.S.$575,000,000 | U.S.$565,821,000 | 98.40% |
| 6.000% | 00787CAC6 | US00787CAC64/ | 182150789/ | U.S.$862,962,975 | U.S.$770,745,000 | 88.09% |
| Total | – | – | – | U.S.$1,437,962,975 | U.S.$1,336,566,000 | 92.18% |
| (1) U.S.$760,141,973 of the outstanding principal amount of the 6.000% Senior Secured Notes due 2048 was tendered, after applying the 98.62434% scaling factor set forth above to the original principal amount tendered. |
| (2) Original principal amount of each series of Notes tendered pursuant to the Offer expressed as an approximate percentage of the aggregate original principal amount of Notes outstanding of such series. |
The Withdrawal Deadline has passed and holders may no longer withdraw Notes tendered in the Offer or revoke their Consents delivered in the Consent Solicitation. In accordance with the Statement, Holders of Notes that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer and the Consent Solicitation will receive the Total Consideration. In addition, such Holders of Notes will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date, together with additional amounts thereon, if any. As described in the Statement, assuming all conditions to the tender offer have been satisfied, the Issuer currently expects that the Early Settlement Date will be August 11, 2021.
The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on August 18, 2021, unless extended or earlier terminated by the Company (the ” Expiration Date“). Eligible Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date, and whose Notes are accepted for purchase, will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Tender Offer Consideration as described in the Statement.
Any Holder who tenders Notes in the Tender Offer will be deemed to automatically have provided Consents, and Notes may not be tendered without delivering Consents. Based on the participation received to date, the Company has also obtained the Requisite Consents to effect all of the Proposed Amendments as set forth in the Statement. The Proposed Amendments, upon becoming effective, will be conclusive and binding on all holders of the Notes, whether or not they have consented to the Proposed Amendments. The Proposed Amendments include, among other things others, (i) the elimination of substantially all restrictive covenants in the Indenture, (ii) the elimination of certain events of default in the Indenture, (iii) the addition of a right to redeem the Notes that have not been tendered during a clean-up period at the Clean-up Redemption Price, (iv) the introduction in the Indenture of the possibility for the Issuer to, at its sole discretion, pay premiums or benefits in connection with any redemption, offer to purchase or consent solicitation of any series of debt securities issued under the Indenture (which includes the Notes), and (v) the modification of certain provisions relating to the collateral in the Trust Agreement, the Intercreditor Agreement and the Assignment Agreement.
The Tender Offer and the Consent Solicitation are conditioned upon, among other things, the settlement of a new offering of senior notes (the “New Offering”) on terms satisfactory to the Issuer, which should close on the same business day as the Early Settlement Date, as further described in the Statement.
The Information and Tender Agent for the Tender Offer and the Consent Solicitation is Global Bondholder Services Corporation. BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation.
The Depositary Agent for the Tender Offer is:
Global Bondholder Services Corporation
| By facsimile: (For Eligible Institutions only): | Confirmation: (212) 430-3774 Email: [email protected] |
| By Mail: | By Overnight Courier: | By Hand: |
| 65 Broadway – Suite 404 | 65 Broadway – Suite 404 | 65 Broadway – Suite 404 |
| New York, NY 10006 | New York, NY 10006 | New York, NY 10006 |
Any questions or requests for assistance or for additional copies of this press release may be directed to the Dealer Managers and Solicitation Agents at their telephone numbers set forth below or such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.
The Dealer Managers for the Tender Offer and the Solicitation Agents for the Consent Solicitation are:
| BofA Securities, Inc. One Bryant Park 115 W 42nd St New York, New York 100036 Collect: +1 646 855 8988 Toll Free: +1 888 292 0070 | Citigroup Global Markets Inc. 388 Greenwich Street, 7th Floor New York, New York 10013 Attention: Liability Management U.S. Toll-Free: (800) 558-3745 Collect: +1 (212) 723-6106 |
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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 the Consent Solicitation are made only by and pursuant to the terms of the Statement and the information in this notice is qualified by reference to the Statement. None of the Issuer, the Dealer Managers and Solicitation Agents, the Information and Tender Agent or any other Agent, the Trustee or any of their respective affiliates makes any recommendations as to whether holders should tender all or any portion of their Notes and to deliver the related Consents or withhold such Consents with respect to all or any portion of their Notes pursuant to the Tender Offer or the Consent Solicitation. Holders must decide whether to tender Notes and deliver the Consents relating to such Notes, and if tendering, the amount of Notes to tender.
This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The New Offering was not and will not be registered under the Securities Act. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.
This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.
Forward-Looking Statements
This notice includes and references “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, the Issuer’s business strategy, goals and expectations concerning its market position, future operations, margins and profitability.
Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.
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