ACI Airport announces exchange offer results, extends early deadline

By Mary-Katherine Stinson

Lexington, Ky., Oct. 25 – Uruguay’s ACI Airport Sudamerica, SA today announced the results of its exchange offer for two series of notes and extended the early deadline for participation to 11:59 p.m. ET on Nov. 5, according to a press release.

Noteholders who tender their notes and deliver their consents by this extended 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 which is expected to be Nov. 10.

As of 5 p.m. ET on Oct. 22, $4,800,000, or 41.41%, of the 2015 notes and $161,672,186, or 82.68%, of the 2020 notes have been validly tendered and not withdrawn, according to the information agent.

Although the deadline was extended, the withdrawal deadline was not and expired at 5 p.m. ET on Oct. 22.

As previously reported, the company announced an exchange offer and consent solicitations to repurchase and exchange its 6 7/8% senior secured guaranteed series 2015 notes due 2032 (Cusips: 00102JAA3, E0351QAA0) and its 6 7/8%/7 7/8% PIK senior secured guaranteed series 2020 notes due 2032 (Cusips: 00102JAB1, E0351QAB8) for newly issued 6 7/8% senior secured guaranteed notes due 2034.

The new notes will be available to Regulation S and Rule 144A investors and holders who wish to participate need to complete an eligibility letter.

Consents were also being solicited simultaneously with the exchange offers.

Since more than 50% principal amount has been tendered and the withdrawal rights have expired, the company will execute and deliver the supplemental indenture which will put into effect the concession agreement amendment.

The solicitation enables Puerta del Sur SA, a subsidiary of the company, to be able to enter into an amendment for the concession agreement which would extend the term of the agreement, incorporate into the agreement additional airports and grant 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, the company may at any time execute the second A&R indenture which will make all proposed amendments effective.

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

Also, the amendments would 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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