Brisa gets consents for 2025, 2027 notes at adjourned meetings

By Wendy Van Sickle

Columbus, Ohio, June 21 – Brisa-Concessao Rodoviaria, SA said holders of all three series of notes covered by its May 3 consent solicitation have given the requisite consents to approve the company’s proposed changes, according to a series of notices.

The consent solicitation applied to the company’s €300 million 2% notes due March 22, 2023 (ISIN: PTBSSJOM0014), its €300 million 1.875% notes due April 30, 2025 (ISIN: PTBSSIOM0015) and its €300 million 2.375% notes due May 10, 2027 (ISIN: PTBSSLOM0002).

Meetings were held virtually on June 6 for holders to vote on the proposals under the consent solicitation, but only the 2023 solicitation was successful on that date as meetings for the other two series failed to meet a quorum.

Both of the adjourned meetings for the 2025 notes and 2027 notes held on June 21 were quorate.

Holders of 46.23% of the 2025 notes were represented with 137.2 million votes in favor of the proposal, 1.5 million votes against and no abstentions out of the 138.7 million total eligible votes, according to a company announcement on Tuesday.

Holders of 38.33% of the 2027 notes were represented with 114.9 million votes in favor of the proposal, no votes against and 100,000 abstentions out of the 115 million total eligible votes.

At the original June 6 meeting, holders of 63.83% of the outstanding principal amount of 2023 notes were present or represented. The proposal obtained 190.4 million votes in favor, 1.1 million votes against and no abstentions out of the 191.5 million total eligible votes, as previously reported.

With the proposal now also approved at the adjourned meetings for the 2025 notes and 2027 notes and the closing conditions satisfied in full, holders are expected to receive the early instruction fee on June 27.

As previously reported, the company is offering a 0.1% early instruction fee for holders who delivered consent instructions by the early voting deadline of May 16.

Proposal

As previously reported, the company was proposing to add a make-whole call to each series of notes, which it will then use to redeem the notes as part of a bid to refinance its existing debt structure and transition to a more efficient capital structure.

For the 2023 notes, the make-whole call will be at Treasuries plus 20 basis points for a theoretical redemption price of 101.786. For the 2025 notes, the make-whole call will be at Treasuries plus 35 bps for a theoretical redemption price of 103.091. For the 2027 notes, the make-whole call will be at Treasuries plus 45 bps for a theoretical redemption price of 103.161.

The make-whole call may be exercised at any time prior to maturity, with a 10-day minimum notice period.

The make-whole calls apply until Dec. 31, 2022, at which time the make-whole spreads will drop down by 5 bps for the 2023 notes and by 10 bps for the 2025 and 2027 notes.

The company’s other bonds, issued by private placement, are being addressed through a separate process, as previously noted, and the company plans a new financing package to fund the redemptions.

Brisa-Concessao Rodoviaria is a freeway concessionaire based in Sao Domingos de Rana, Portugal.

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