Mexcat tenders for $1.8 billion of four note series in Dutch auction

By Susanna Moon

Chicago, Dec. 3 – Mexico City Airport Trust, or Mexcat, said it is tendering for up to $1.8 billion of its $6 billion of four series of international notes by way of a modified Dutch auction in order to reduce its total debt.

Along with the tender offers, the issuer is soliciting consents to amend the note indentures to reflect policy changes for the plan to develop a proposed new airport to serve Mexico City and the surrounding areas, according to a company announcement.

The tender offer will remain open until 11:59 p.m. ET on Jan. 2.

The consent solicitation will end at 5 p.m. ET on Dec. 17.

In the tender offer, holders may submit the following series of notes for repurchase at a price of between $900 and $1,000 per $1,000 principal amount of notes:

• $1 billion of 4¼% senior secured notes due 2026 with a tender cap of $300 million;

• $1 billion of 3 7/8% senior secured notes due 2028 with a tender cap of $300 million;

• $1 billion of 5½% senior secured notes due 2046 with a tender cap of $300 million; and

• $3 billion of 5½% senior secured notes due 2047 with a tender cap of $900 million.

The total purchase price will include an early tender premium of $50.00 per $1,000 principal amount of notes tendered by the early deadline of 5 p.m. ET on Dec. 17.

Holders who give their consents to the proposed amendments will receive a consent payment of $7.50 per $1,000 principal amount.

The issuer will also pay accrued interest to but excluding the payment date.

In the solicitation, the issuer is looking to remove covenants and events of default that relate to the proposed new international airport to serve Mexico City and the surrounding areas proposed to be located in Texcoco, State of Mexico; to release the security interest over the passenger charges and other assets relating to the Texcoco Airport; to remove the references to the amended credit agreement dated Oct. 7, 2015; and to amend conditions to make restricted payments under the note indentures due 2026 and 2046 that requires a minimum debt service coverage ratio to be consistent with the corresponding condition in the indentures due 2028 and 2047.

The notes will continue to be secured by the passenger charges and other assets relating to the Benito Juarez International Airport.

The offers require the receipt of at least a majority of each series of outstanding notes excluding those owned by Mexcat or an affiliate.

Each tender offer and each consent solicitation is independent of the other.

After the offer, the Mexico City Airport’s debt service coverage ratio for the notes is expected to improve while the passenger charges from the Benito Juárez International Airport will continue to secure the notes, the release said.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), HSBC Securities (USA) Inc. (888 HSBC-4LM or 212 525-5552) and J.P. Morgan Securities LLC (866 846-2874 or 212 834-7316) are the dealer managers. Global Bondholder Services Corp. (212 430-3774 or 866 470-4500) is the depositary and information agent.

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