Aeropuerto Internacional de Tocumen, S.A. Announces Commencement of Tender Offer and Consent Solicitation for its 5.625% Senior Secured Notes due 2036 and its 6.000% Outstanding Senior Secured Notes due 2048

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PANAMA CITY, July 22, 2021 /PRNewswire/ — Aeropuerto Internacional de Tocumen, S.A., a sociedad anónima organized under the laws of the Republic of Panama (the “Issuer“), is offering to purchase for cash from each registered holder (each, a “Holder” and, collectively, the “Holders“), upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 22, 2021 (as amended or supplemented from time to time, the “Statement“; capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement), any and all of the outstanding (i) 5.625% Senior Secured Notes due 2036 (the “2036 Notes“) issued on May 13, 2016 by the Issuer, and (ii) 6.000% Senior Secured Notes due 2048 (the “2048 Notes” and, together with the 2036 Notes, the “Notes“) issued on May 9, 2018 and November 14, 2018 by the Issuer (the “Tender Offer“). In conjunction with the Tender Offer, the Issuer is soliciting consents (the “Consents“) (the “Consent Solicitation“) to consent 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 table below summarizes certain payment terms of the Tender Offer and the Consent Solicitation:

Description
of
Notes

CUSIP

ISIN

Common
Code

Original
Principal
Amount

Outstanding
Principal
Amount

Tender Offer
Consideration
 (1)(2)(3)

Early
Tender
Payment
(1)(3)

Total
Consideration
(1)(2)(3)

5.625% Senior Secured Notes due 2036

00787CAB8
/
P0092AAC3

US00787CAB81
/
USP0092AAC38

140950556
/
140950599

U.S.$

575,000,000

U.S.$

575,000,000

U.S.$1,095.00

U.S.$50.00

U.S.$1,145.00

6.000% Senior Secured Notes due 2048

00787CAC6
/
P0092AAD1

US00787CAC64
/
USP0092AAD11

182150789
/
182150754

U.S.$

875,000,000

U.S.$

862,962,975

U.S.$1,120.00

U.S.$50.00

U.S.$1,170.00









(1)

Per U.S.$1,000 original principal amount of Notes validly tendered and accepted. In the case of the 2048 Notes, the Total Consideration, Early Tender Payment or Tender Offer Consideration, as applicable, will be multiplied by the current scaling factor of 98.62434% (the “Scaling Factor”). The 2036 Notes are not currently subject to a Scaling Factor. The Scaling Factor results from the fact that the 2048 Notes have been partially amortized.

(2)

Excludes accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(3)

The amounts payable to Holders for Notes validly tendered and accepted resulting from the difference between: (i) the outstanding principal amount of each Note tendered by such Holder, and (ii) the Total Consideration, including the Early Tender Payment (in case such Holder tendered Notes prior to or at the Early Tender Date) or the Tender Offer Consideration (in case such Holder has tendered Notes after the Early Tender Date and prior to or at the Expiration Date), multiplied in the case of the 2048 Notes by the Scaling Factor, shall be considered a benefit under the Indenture being paid to such Holder for the tender of such Notes.

The Tender Offer will expire at 11:59 p.m. New York City time, on August 18, 2021, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the “Expiration Date“). The Early Tender Deadline for the Tender Offer will be 5:00 p.m., New York City time, on August 4, 2021 (such date and time, including as extended or earlier terminated, the “Early Tender Date“). Holders of the notes must validly tender their notes and provide their consents at or before the Early Tender Date in order to be eligible to receive the Total Consideration, which includes the Early Tender Payment and the Tender Offer Consideration. Holders who tender their notes after the Early Tender Date will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Tender Offer Consideration. Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on August 4, 2021 (such date and time, the “Withdrawal Deadline“), but not thereafter, except as required by applicable law.   

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. If the requisite number of Consents are received, the Proposed Amendments will be effective as to all the Notes, including those that are not purchased in the Tender Offer. Adoption of the Proposed Amendments will have adverse consequences for Holders who elect not to tender Notes in the Tender Offer.

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 on the Early Settlement Date (as defined in the Statement) (the “Financing Condition“) and the receipt by the Issuer of valid tender (that are not withdrawn) of both (i) in the case of the Majority Consent Amendments, at least a majority of the principal amount of each of the outstanding 2036 Notes and 2048 Notes (excluding any Notes owned by the Issuer or its Affiliates (as defined in the Indenture) (other than the Government of Panama)) (the “Majority Consent“) and (ii) in the case of the Reserve Matters Consent Amendments, (x), more than 66 2/3% of the aggregate principal amount of all the series of Notes affected by the proposed amendments (in each case, excluding any Notes owned by the Issuer or its Affiliates (as defined in the Indenture) (other than the Government of Panama)) (the “Two-Thirds Consent“), and (y) the Majority Consent (together with the Two-Thirds Consent, the “Reserve Matters Consents” and collectively with the Majority Consent, the “Participation Condition“).  No assurance can be given that the New Offering will be priced and settled on the terms currently envisioned or at all. The New Offering is not conditioned upon the completion of the Tender Offer or the Consent Solicitation.

Tendering Holders who wish to tender their Notes and also subscribe for the New Offering of senior notes by the Issuer (the “New Notes“) pursuant to the New Offering should quote an allocation identifier code (“Allocation Identifier Code“) which can be obtained by contacting BofA Securities, Inc. or Citigroup Global Markets Inc. (the “Dealer Managers and Solicitation Agents“), in their ATOP (as defined in the Statement) or electronic acceptance instruction. An Allocation Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such holder should obtain and quote an Allocation Identifier Code in its ATOP or electronic acceptance instruction.

The receipt of an Allocation 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 relevant New Notes from the Issuer, such tendering Holders must make a separate application in respect of the New Notes for the purchase of such New Notes. The Issuer will review tender instructions received on or prior to the Early Tender Date and may give priority in the allocation of New Notes to those investors tendering with Allocation Identifier Codes. However, allocations of New Notes in the separate New Offering will be determined by the Issuer and the joint book-running managers in the separate New Offering in their sole discretion and no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes in the separate New Offering at the levels it may subscribe for, or at all.

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:


Confirmation:

(For Eligible Institutions only):


(212) 430-3774

(212) 430-3775/3779


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 notice 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.


Citigroup Global Markets Inc.

One Bryant Park


388 Greenwich Street, 7th Floor

115 W 42nd St


New York, New York 10013

New York, New York 100036


Attention: Liability Management

Collect: +1 646 855 8988


U.S. Toll-Free: (800) 558-3745

Toll Free: +1 888 292 0070


Collect: +1 (212) 723-6106

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 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.

******

SOURCE Aeropuerto Internacional de Tocumen, S.A.

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