Aeropuertos Argentina 2000 SA announces the expiration and the final results of the exchange offer

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Posted: October 27, 2021 at 10:13 a.m. EDT|Update: 1 hour ago

Buenos Aires, Argentina, October 27, 2021 / PRNewswire / – Aeropuertos Argentina 2000 SA (the “Society” Where “AA2000“) today announced the expiration and final results of its previously announced exchange offer (the”Exchange offer“) all of its 6.875% Senior Secured Notes outstanding due 2027 issued on February 6, 2017 (CUSIP: 00786P AC8 / P0092M AE3; ISIN: US00786PAC86 / USP0092MAE32) (the “2017 Series Tickets“) and its additional 6.875% cash / 9.375% PIK Class I Series 2020 senior secured notes due 2027 issued on May 20, 2020 (CUSIP: 00786P AD6 / P0092M AF0; ISIN: US00786PAD69 / USP0092MAF07) (the “2020 Series Tickets“and, together with the 2017 series banknotes, the”Existing Notes“) for newly issued Additional 8.500% Senior Secured Class I Notes Series 2021 due 2031 (the”2021 Series Tickets“) and the solicitation of consents (the”Consents“) to certain proposed amendments to the act governing the Existing Notes as described in the Exchange Offer Memorandum dated September 28, 2021 (the “Exchange Offer MemorandumCapitalized terms used but not defined in this press release have the respective meanings given to them in the Exchange Offer Memorandum.

From 11:59 p.m. (New York City It’s time October 26, 2021 (the “Expiration date“), (i) US $ 13,060,000 of the total initial principal amount of the 2017 Series Notes, representing approximately 24.61% of the total initial principal amount of the 2017 Series Notes, and (ii) the United States $ 218,151,768 the total original principal amount of the Series 2020 Notes, representing approximately 66.83% of the original total principal amount of the Series 2020 Notes, had been validly brought into the exchange and not validly withdrawn, as confirmed the exchange and information agent for the exchange offer.

All Existing Securities deposited on or before the Expiry Deadline have been accepted by the Company and will receive $ 1,000 principal amount of the Series 2021 Notes for each U.S. dollar $ 1,000 the amount of the original unpaid principal of the Existing Securities validly deposited, plus the accrued and unpaid interest on such Existing Securities from the most recent date on which interest was paid, but not including the Settlement Date.

In addition, the Company has obtained the required consents to make certain proposed amendments to the Existing Notes Indenture to provide for the issuance of the Series 2021 Notes as additional Notes under that Deed and to eliminate the virtual all of the covenants and events of default and related provisions with respect to the Series 2020 Notes. These changes will be effective upon completion of the Exchange Offer.

The Exchange Offer and the Solicitation of Consents were subject to: (a) the non-occurrence of one or more events or the probable non-occurrence of one or more events which could or could reasonably be expected to prohibit, restrict or delay the consumption of the Exchange Offer or materially impair the benefits we envision from the Exchange Offer, (b) obtaining ORSNA’s approval with respect to the Existing Guarantee and the Additional Guarantee (the “ORSNA Approval Condition”), (c) modification of the Existing Loan Guarantee in order to: (i) refinance the Existing Loans in order to provide a grace period for amortization of the principal; (ii) unify and consolidate each of the first bilateral loan 2020, the first bilateral loan 2021 and the second bilateral loan 2021 into a single loan with each of the lenders concerned; (iii) modify the Cargo Trust to include the holders of the 2021 Series Additional Notes, as beneficiaries thereof, subordinated to the Existing Loans, the Mandatory Investment Debt and the New Silver Debt, thereof. Cargo Trust, whose underlying assets are the Transferred Cargo Charges, the transferred residual termination rights and residual tariff trust rights; and (iv) allow the occurrence of a debt under the mandatory investment debt (the “Statement of existing loans“), and (d) offering by, and receipt of proxy documents from Eligible Holders representing at least 75% of the total principal amount of existing Notes in circulation on the expiration date (the”Minimum exchange amount condition“).

The condition relating to existing loans was satisfied on October 26, 2021, through the execution of a framework refinancing agreement concluded by and between the Company, the branch of Citibank NA established in the Republic of Argentina, Industrial and Commercial Bank of China (Argentina) SAU, Banco Galicia y Buenos Aires SAU and Banco Santander Río SA

The ORSNA Condition of Approval was met on October 15, 2021. On that date, the ORSNA issued Resolution n ° 66/2021 under the terms of which (i) the assignment of income from Existing Notes as collateral was extended to Additional 2021 Series Notes on equal terms; and (ii) the additional guarantee has been approved.

The Minimum Exchange Amount Condition is hereby waived by the Company, since all other conditions required to complete the Exchange Offer have been fulfilled. Therefore, the settlement date is expected to be on or around October 28, 2021, the date on which the company will issue $ 208,949,631 aggregate principal of the Series 2021 Notes.

The exchange offer has been made, and the Series 2021 Notes have been offered, only (a) in United States to holders of Existing Securities who are “qualified institutional buyers” (as defined in Rule 144A of the Securities Act of 1933, as amended (the “”Securities Act“)) based on exemption from the registration requirements of the Securities Act, and (b) outside United States holders of Existing Securities who are persons other than “US Persons” (as defined in Rule 902 of the Securities Act) in accordance with Regulation S of the Securities Act and who are non-US persons.

This press release does not constitute an offer to exchange the Existing Notes. There will be no offer to exchange Existing Notes, exchange for Existing Notes or issue of Series 2021 Notes in any jurisdiction in which such offer to exchange, exchange or issue. would be illegal before registration or qualification under the securities laws of any of these jurisdictions. Series 2021 Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in United States lack of registration or exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Joint Dealer Managers for the Exchange Offer are:

Citigroup World Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: Accountability Management Group

Toll free: (800) 558-3745

Collect: (212) 723-6106

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attention: Responsibility Management Group

Toll free number in the United States: +1 (800) 828-3182

Collect: (212) 357-1452

Email: [email protected]

Santander Investment Securities Inc.

45 East 53rd Street

New York, New York 10022

Attention: Responsibility Management

Toll free: (855) 404-3636

Collect: (212) 940-1442

ABOUT AÉROPUERTOS ARGENTINA 2000 SA

Aeropuertos Argentina 2000 was founded in 1998 to develop and operate airports throughout Argentina, becoming one of the largest private sector airport operators in the world, with 35 airports under management. Over the past 20 years, AA2000 has developed and modernized the infrastructure of the country’s main airports, incorporating state-of-the-art security and service technology. It also contributes to the social, economic and cultural development of the country, thus becoming a regional and international example in the aviation industry. AA2000’s mission is to connect people, goods and cultures, to contribute to a better world. For more information visit www.aa2000.com.ar.

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SOURCE Aeropuertos Argentina 2000 SA

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