International Airport Finance, S.A. Announces Consent Solicitation For Its 12.000% Senior Secured Notes Due 2033
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(CUSIP Nos. 45900T AA0 / E6R69L AA2; ISIN Nos. US45900TAA07 / USE6R69LAA27)
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MADRID, April 19, 2021 /PRNewswire/ -- International Airport Finance, S.A. (the "Issuer") announced today that it is soliciting consents (the "Consent Solicitation") from all registered holders (individually, a "Holder," and collectively, the "Holders") of its 12.000% Senior Secured Notes due 2033 (the "Notes"), upon the terms and conditions described in the Issuer's Consent Solicitation Statement, dated April 19, 2021 (the "Statement"), to certain proposed amendments that seek to amend the covenant (the "waterfall" provision) in the Issuer Security and Accounts Agreement, dated as of March 14, 2019 (the "Issuer Security and Accounts Agreement"), among the Issuer and Citibank, N.A., as trustee, notes collateral agent and notes account bank, that governs transfers from the Issuer Collections Account in order to permit the Issuer to use funds on deposit in the Issuer Collections Account to pay fees, costs, expenses or reimbursements related to (i) its business and operations, including without limitation taxes, and (ii) the issuance and offering of Additional Notes or any amendments or waivers to or consents under the Notes Documents (the "Proposed Amendments"). The Issuer believes that these changes would provide the Issuer with additional operational efficiencies. Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Statement.
The Consent Solicitation will expire at 5:00 p.m., New York City Time, on April 30, 2021, unless extended or earlier terminated by the Issuer in its sole discretion (such date and time, as the same may be extended, the "Expiration Date"). The record date of the Consent Solicitation is 5:00 p.m., New York City time, on April 16, 2021.
The Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain customary conditions described in the Statement, including receiving the consents of holders (in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof, subject to a scaling factor of the current par amount of US$997.68) of a majority in aggregate principal amount of the outstanding Notes (the "Required Consents"). In accordance with the Indenture, Notes owned by the Issuer, Corporación Quiport S.A. (the "Borrower"), the shareholders of the Issuer or the Borrower or any of their respective affiliates will not be deemed outstanding, and such persons will not be able to vote for the purposes of the Required Consents needed to effect the Proposed Amendments.
In the event that the Required Consents for the Notes are received on or prior to the Expiration Date, the Issuer will pay an aggregate cash payment equal to US$0.30 per US$1,000 principal amount of the Notes (the "Consent Payment") for which the Required Consents to the Proposed Amendments are validly delivered on or prior to the Expiration Date and not validly revoked prior to the earlier to occur of (i) the receipt of the Required Consents and (ii) the Expiration Date. The Consent Payment is expected to be paid on a date promptly following the Expiration Date, but no later than five business days following the Expiration Date.
The amendment to the Issuer Security and Accounts Agreement reflecting the Proposed Amendments will be effective and operative immediately upon execution thereof as to all Holders, whether or not such Holders delivered a Consent.
Santander Investment Securities Inc. is the solicitation agent in the Consent Solicitation and Morrow Sodali Ltd has been retained to serve as the information and tabulation agent. Persons with questions regarding the Consent Solicitation should contact Santander Investment Securities Inc. at (toll free) 1 (800) 404-3636 or (collect) +1 (212) 940-1442. Requests for the Statement should be directed to Morrow Sodali Ltd, at +1 203 609 4910 (Stamford), +44 208 089 3287 (London), +852 2319 4130 (Hong Kong) or by email to firstname.lastname@example.org, or can be accessed through the Consent Website https://bonds.morrowsodali.com/quiport.
None of the Issuer, the solicitation agent, information and tabulation agent, trustee, notes collateral agent and notes account bank or any of their respective affiliates is making any recommendation as to whether Holders of the Notes should deliver consents in response to the Consent Solicitation. Holders must make their own decisions as to whether to deliver consents.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or otherwise. The Consent Solicitation is being made solely through the Statement referred to above and related materials. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the Issuer is aware that the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on the Issuer's behalf by the solicitation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved 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 Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The Issuer undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Contact:Morrow Sodali Quiport email@example.com +1 203 609 4910
SOURCE International Airport Finance, S.A.
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