Abg Orphan solicits consents to amend four PIK notes until month-end

By Susanna Moon

Chicago, April 30 – Abg Orphan Holdco Sarl said it is soliciting electronic consents to amend four series of guaranteed pay-in-kind toggle notes until 11 a.m. ET on May 30.

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 issuer is seeking holder approval for the following, according to a company announcement:

• The extension of the consents and waivers granted under the bring down certificate to the A3T full escrow release date so that paragraph of the definition of A3T full escrow release date can be considered satisfied;

• Subject to obtaining proceeds from the sale of the remaining stake and the 25% stake of at least $895.7 million and the disposal proceeds being applied for the prepayment of loans and notes and of the definition of A3T escrow release date being satisfied, and completion having occurred, consent to the full release of the A3T escrow amount;

• A waiver of the requirement to receive disposal proceeds from the sale of reference shares of at least $895.7 million, provided that under the amended option agreement, ACIL Luxco1 receives minimum disposal proceeds from the disposal of the remaining stake of as least 284.5 million; and if option B of the Mexican condition is exercised, all amounts recovered from Algonquin would promptly be applied in mandatory prepayment of the facilities and notes;

• A waiver of the requirement that ACIL Luxco1 may not assume any liability to any person that is not a member of the NM1 Orphan Group provided that the liability is limited to that under the option and ROFR agreement and amended option agreement;

• Unless the amended option agreement is otherwise terminated or rescinded, or sale of the remaining stake cannot otherwise be completed, a waiver of any rights for the remaining stake, until completion has occurred;

• A waiver of the requirement of the Abengoa group deed of covenant and guarantee that Abengoa will not incur any liabilities for Abengoa's guarantee of ACIL Luxco1's obligations arising under the amended option agreement;

• The consent that ACIL Luxco1's counter-indemnity in favor of Abengoa constitutes a permitted guarantee provided that if Abengoa's guarantee gets called upon, the resulting inter-group liability will be documented and subordinated under the terms of the NM1/3 intercreditor agreement;

• In order to settle the claimant's affected debt, a waiver of any default that may occur in connection with the issue of new notes and tap notes;

• A waiver to allow the AG loans;

• Consent to the dissolution of companies and a waiver for any default that may occur as a result;

• Consent to the extend the deadline to Sept. 30, being the anniversary of the date it provided the initial insurance report, or a later date as the majority NM1/3 creditors may agree;

• The waiver of the NM1/3 CTA to the extent any default has or may occur in connection with the extended deadline to deliver the insurance report, provided that the insurance report is given by Sept. 30;

• Consent to the extension of the deadline of the NM1/3 CTA to June 30 or a later date as the majority NM1/3 creditors may agree;

• The waiver of other obligations of the NM1/3 CTA to the extent any default has or may occur in connection with the extended deadline for the delivery of the annual finance statements and quarterly financial statements for the financial quarter ended March 31 only, provided that the statements are provided by June 30; and

• Consent to the amortizing payments under the new OM notes being made to the claimants (or sureties only as the case may be) under the note terms, subject to:

• The new OM notes otherwise complying with the clause for new debt financings of the Group ICA; and

• Abengoa using “reasonable endeavors” to ensure that at the time any new OM notes are issued, that the security providers and guarantors confirm that the security and guarantees they have provided for senior OM creditor liabilities remain in full force and effect, and extend to secure and/or guarantee.

The deadline for submitting a blocking instruction is 11 a.m. ET on May 30.

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

As announced, Abg said it received consents to amend the four series of PIK notes in the solicitation that ended at 5 a.m. ET on Dec. 19, 2017, which was carried out electronically.

The issuer said on Nov. 22, 2017 that it was looking for a waiver of the requirement under the disposals clause that ACIL Luxco1 may not assume any liability to any person that is not a member of the NM1 Orphan Group provided that that the liability assumed by ACIL Luxco1 is limited to that under the SPA and the option and ROFR agreement.

The solicitation also included waivers that allow for some dates including the escrow long-stop date to be extended to June 30 and a partial release of the A3T escrow amount up to an amount representing the corresponding portion of $159,009,381.

Abg said on Oct. 24, 2017 that it had received the needed consents to amend the four note series in the solicitation announced Sept. 29, 2017 but gave no other details.

The company previously said it received the waivers in the solicitation for the four series that ended on Aug. 24, 2017.

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