Abg Orphan wraps consent bid to gain waivers for four PIK note series

By Susanna Moon

Chicago, Aug. 25 – Abg Orphan Holdco Sarl gave the results of the consent solicitation for four series of guaranteed pay-in-kind toggle notes that ran until 11 a.m. ET on Aug. 24.

The issuer secured the required consents except for the waivers for “additional Abengoa group guarantors and Abengoa group transaction security," which are still conditional upon the ABG Group waiver being granted, according to a company notice on Friday.

The notes covered by the solicitation are the $141,200,858 variable-rate guaranteed PIK toggle notes due 2021; $114,329,168 5%/9% guaranteed PIK toggle notes due 2021; $418,253,276 5%/9% guaranteed PIK toggle notes due 2021; and $38,597,083 variable-rate guaranteed PIK toggle notes due 2021.

The consent solicitation was made by way of electronic consents for the following, as announced July 19:

• Waiver for the purposes of the first A3T escrow release date or A3T second escrow release date, whichever is earlier, the A3T CPs listed in schedule 2;

• Extension by three months to Sept. 30 from June 30 to provide the material project document and any other contract by the key project entities in for Norte III;

• Waiver of the requirement of a sale of 100% of Norte III, provided that 94.8% of Norte III is sold before Sept. 30 and the remaining 5.2% is sold on or about the commercial operations date for Norte III;

• Waiver of the requirement to provide evidence that the relevant Norte III project documents have been amended to retain a member of the Abengoa Group as the EPC contractor;

• Waiver of any default or event of default that has occurred or may occur as a result of the waivers for the requirement to provide material project document and any other contract by Sept. 30;

• Extension of the ACT waiver to Sept. 30 from June 30;

• Waiver of any default or event of default that has occurred or may occur as a result of the waiver being obtained after June 30 provided that it is complied with by Sept. 30 for the ACT waiver;

• Waiver of any default or event of default that has occurred or may occur as a result of the members of the Abengoa Group failing to accede as additional Abengoa Group guarantors or provide Abengoa Group transaction security of the NM2 facilities agreement before granting the ABG group waiver, provided that the waiver is contingent on the ABG Group waiver being granted;

• Consent to the common NM1/3 agent entering into an amendment agreement for the NM1 committee letter in order to effect the NM1 committee letter amendment; and

• Consent to the common NM1/3 agent entering into an amendment agreement for the governance agreement to effect the NM1 governance agreement amendment.

The deadline for sending blocking instructions had originally been set for 11 a.m. ET on Aug. 10.

The tabulation agent is the Bank of New York Mellon, London Branch (+44 1202 689 644 or debtrestructuring@bnymellon.com).

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