ACI Airport extends early deadline again with 93% of notes tendered

By Mary-Katherine Stinson

Lexington, Ky., Nov. 8 – Uruguay’s ACI Airport Sudamerica, SA today announced it was extending the early deadline for participation and the expiration deadline a second time to 11:59 p.m. ET on Nov. 8 in its tender offer for two series of notes, according to a press release.

As of 11:59 p.m. ET on Nov. 5, the previous deadline, $5.2 million, or 40.62%, of its 6 7/8% senior secured guaranteed series 2015 notes due 2032 (Cusips: 00102JAA3, E0351QAA0) and $188,551,722, or 96.43%, of its 6 7/8%/7 7/8% PIK senior secured guaranteed series 2020 notes due 2032 (Cusips: 00102JAB1, E0351QAB8) have been validly tendered and not withdrawn.

Overall, $193,751,722 of the notes, or 93%, have been tendered, according to the information and exchange agent.

Settlement is now expected to be Nov. 12.

Withdrawal rights expired at 5 p.m. ET on Oct. 22.

As previously reported, the company is conducting an exchange offer and consent solicitations to repurchase and exchange the series 2015 notes and the series 2020 notes for newly issued 6 7/8% senior secured guaranteed notes due 2034.

Noteholders who tender their notes and deliver their consents by the deadline will receive $1,000 of new notes for $1,000 of existing notes and $1 for each $1,000 of outstanding principal amount of notes validly tendered.

The outstanding principal amount of notes will be determined using the applicable amortization factor on the settlement date, in accordance with market convention.

Interest will also be paid to the settlement date.

Also, as previously reported, minimum conditions have been met for the consent solicitations.

Consents were being solicited simultaneously with the exchange offers, enabling Puerta del Sur SA, a subsidiary of the company, to be able to enter into an amendment for the concession agreement extending the term of the agreement, incorporating into the agreement additional airports and granting to the subsidiary a specified amount of capital expenditures for such airports.

The supplemental indenture will become effective upon execution and operative regardless of the results of the exchange offer.

In addition, since the minimum conditions have been met and the withdrawal deadline has passed, the company may at any time execute the second A&R indenture making all proposed amendments effective.

The proposed amendments not only provide for the issuance of new notes as additional notes under the existing indenture but also eliminate substantially all the restrictive covenants and events of default and related provisions with respect to the series 2020 notes.

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

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

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

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