Avanza extends consent date for AG Spring’s notes, receives consents to amend 7½% notes

New York, April 2 – Avanza Spain SAU said it received the necessary consents to amend the €315 million of 7½% senior secured notes due 2018 issued by AG Spring Finance Ltd. and also extended the early consent date in its solicitation for those notes and for the €175 million of 9½% senior notes due 2019 issued by AG Spring Finance II Ltd.

The company said it planned to enter into a supplemental indenture amending the 7½% notes on Thursday. Under the amendment, most of the restrictive covenants will be removed from the indenture.

Those changes will become effective when Avanza pays for tendered notes.

However requested changes to release the guarantees and collaterals for the notes, which require approval of holders representing 90% or more of the notes, have not yet been approved.

The extension to the early consent deadline moves it to 5 p.m. ET on April 8 from 5 p.m. ET on April 1 previously.

Avanza announced the tenders on March 19.

The company said that holders who tendered their notes and provided consents by 5 p.m. ET on April 1, the early tender and consent date, now extended, will receive the total consideration, which is €1,032.50 for the 7½% notes and €950.00 for the 9½% notes, in each case per €1,000 principal amount of notes. The payment includes an early tender premium of €30.00 per €1,000 of notes.

Holders who tender their notes after the early tender and consent date but on or prior to the expiration date will not receive the early tender premium.

The offers will expire at 11:59 p.m. ET on April 15.

The issuer will also pay accrued interest to, but not including, the settlement date, which, for notes tendered by the early tender and consent date, will be the day after the early deadline.

The company is also seeking consents from noteholders to amend the indentures governing each note series. The exact amendments were not disclosed in the original notice.

The company needs consents from holders representing at least a majority in principal amount of each of the series of notes to amend the indentures. To execute the release of the collateral securing the senior secured loan or the release of the loan guarantees for the 7½% notes or the release of the loan guarantees for the 9½% notes, the company needs the approval of holders representing 90% or more of the applicable series of notes.

The offer is subject to the receipt of proceeds from a new loan in a principal amount sufficient to fund the settlement of the tender offers and consent solicitations and redemption of the notes, if required. The new loan is expected to have a shorter maturity than the outstanding notes.

Credit Suisse Securities (Europe) Ltd. (212 538-2147 collect or 800 820-1653 in the United States or 44 207 883 8763 outside the U.S. or liability.management@credit-suisse.com) is the dealer manager. The tender and tabulation agent is Lucid Issuer Services Ltd. (44 20 7704-0880 or avanzagrupo@lucid-is.com).

Related redemptions

Avanza also announced on March 19 that AG Spring has issued a notice of redemption to redeem up to 10%, or €31.5 million, of the outstanding principal amount of the 7½% senior secured notes on a pro rata basis.

The notes will be redeemed at a redemption price of 103 plus a total of €912,187.50 of accrued interest, for a total redemption consideration of €33,357,187.50.

The redemption date will be April 20, and the record date is April 17.

U.S. Bank Trustees Ltd. is the trustee. Elavon Financial Services Ltd., UK Branch is the principal paying agent.

The redemption is conditional upon obtaining financing and the consummation of the tender offers.

Madrid-based Avanza Spain is a provider of bus transportation services in Spain and of mass transit bus transportation services in Spain and Portugal.

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