Avanza further extends tender for AG Spring 7½%, 9½% notes

New York, April 15 – Avanza Spain SAU said it again extended its tender offer for the €315 million of 7½% senior secured notes due 2018 issued by AG Spring Finance Ltd. and the €175 million of 9½% senior notes due 2019 issued by AG Spring Finance II Ltd.

The expiration of the offer is now 11:59 p.m. ET on April 27, delayed from 11:59 p.m. ET on April 23.

It was previously extended from 11:59 p.m. ET on April 15.

In addition, Avanza said that all holders who tender the 9½% notes will receive €1,020.00 per €1,000 principal amount, regardless of whether they tender before the consent deadline or not.

Avanza previously extended the offer on April 13, extending the expiration to April 23 from April 15 and increasing the payment on offer for the 9½% notes to €1,020.00 from €920.00 per €1,000 principal amount.

Because the consent deadline was 5 p.m. ET on April 8, the €30.00 tender premium was no longer available.

As reported on April 9, Avanza had not received the needed consents to amend the 9½% notes despite extending the consent deadline from the original consent deadline, 5 p.m. ET on April 1. The tender offer began on March 19.

The company had announced on April 2 that it received the consents to amend the €315 million of 7½% senior secured notes and planned to enter into a supplemental indenture, which removes most of the restrictive covenants.

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

The company previously said that holders who had tendered their notes by the early date will receive the total amount, 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 deadline will receive the total payment less the early tender premium, a provision now changed so that all holders of the 9½% notes will receive the full amount.

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

The company is seeking consents from noteholders to amend the indentures governing each note series.

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 United States 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% 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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