ACI Airport starts exchange offers, solicitations for two series

Chicago, Oct. 8 – Uruguay’s ACI Airport Sudamerica, SA announced exchange offers and consent solicitations for two series of notes, according to a press release.

The company is offering to repurchase and exchange its 6 7/8% senior secured guaranteed series 2015 notes due 2032 (Cusips: 00102JAA3, E0351QAA0) and its 6 7/8%/7 7/8% PIK senior secured guaranteed series 2020 notes due 2032 (00102JAB1, E0351QAB8).

The notes would be exchanged for newly issued 6 7/8% senior secured guaranteed notes due 2034.

The terms of the new notes would be substantially identical to the terms of the existing notes, except that all of the restrictive covenants and related provisions under the existing indenture would be eliminated.

All payments on the new notes would be in cash; i.e., there would be no payments-in-kind.

The notes will have an optional make-whole redemption, provided that if there is a partial redemption at least $100 million of the principal amount of notes will remain outstanding after such a redemption.

There would also be a mandatory redemption, should the company have available cash in the issuer account on each payment date. In this case, the notes would be redeemed at par plus an additional amount, but not a make-whole premium, in an amount equal to all of the available cash or the total outstanding principal of the new notes at the payment date less the applicable series 2021 target debt balance corresponding to the payment date as set forth in the exchange offer memorandum.

Consents are being solicited simultaneous with the exchange offers.

The proposed amendments would provide for the issuance of new notes as additional notes under the existing indenture.

The amendments would also eliminate substantially all of the restrictive covenants and events of default and related provisions with respect to the series 2020 notes.

Additionally, consents are being solicited so that Puerta del Sur SA, a subsidiary of the company, can enter into an amendment to the concession agreement. The concession agreement amendments would extend the term of the agreement, incorporate into the agreement certain additional airports and grant to the subsidiary a specified amount of capital expenditures with respect to the operation of the new airports.

And, the amendments would amend certain defined terms and covenants in the existing indenture.

On or before the settlement date, ACI plans to enter into a letter of credit facility with Citibank, NA as administrative agent to satisfy its obligation with respect to the series 2021 debt service reserve account.

Noteholders who tender their notes and deliver consents by 5 p.m. ET on Oct. 22 will receive $1,000 of new notes for $1,000 of existing notes and $1 for each $1,000 outstanding principal amount of notes validly tendered.

The cash payment is the early participation premium.

Interest will also be paid to the settlement date.

The Oct. 22 deadline is also the withdrawal and revocation deadline.

To determine the exchange consideration and the early participation premium, the outstanding principal amount will be calculated by multiplying the applicable amortization factor as of the settlement date by the original principal amount.

The company is offering $52.9 million of new notes in a private transaction concurrent with the exchange offer.

The company and certain holders of the existing notes representing approximately 52% of the outstanding principal amount of notes have agreed to participate in the exchange offers and consent solicitations. Also, the support parties have agreed to purchase the new notes.

The offers and the solicitation are subject to certain conditions. At least 75% of the outstanding principal amount of the existing notes must be validly tendered for exchange and not withdrawn. The new money offering must be settled on the new money settlement date. And, the concession agreement must be amended.

The new notes will be available to Rule 144A and Regulation S investors. Holders who wish to participate need to complete an eligibility letter.

D.F. King & Co., Inc is the information and exchange agent for the offer (800 290-6427, aciairport@dfking.com).

The exchange offers end at 11:59 p.m. ET on Nov. 5.

Based in Montevideo, Uruguay, ACI Airport Sudamerica is the sole stockholder of Cerealsur SA. Cerealsur is a holding company and through its wholly owned subsidiary, Puerta del Sur SA, operates the Carrasco International Airport.

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