ENA Sur Trust starts consent solicitation for notes due 2025

Chicago, Oct. 16 – ENA Sur Trust started a consent solicitation for proposed amendments relating to the 5¾% series 2011 class A notes due 2025 (Cusips: 26876HAA6, P3716WAA9) and the 5¼% series 2011 class B notes due 2025 (Cusips: 26876HAB4, P3716WAB7), according to a press release.

The issuer is soliciting consents to:

• Add an additional payment option for the notes, allowing the repurchase price to be paid to an account at Bank of New York Mellon, with the bank working as escrow agent, where the funds deposited must be used to pay in full the repurchase price of the notes and where the source of the payment is an issue of debt incurred for refinancing in full the existing notes;

• Reduce the minimum period to issue the redemption notice to not less than five days;

• Clarify that the issuer must have paid (or caused to be paid) the principal, interest and other amounts due on the notes with the indenture trustee, including an increase if it turns out that the amount is higher after any make-whole premium has been calculated;

• Provide that the make-whole premium will be calculated at 3 p.m. ET on two business days prior to the related redemption;

• Clarify that the then-current bid side yield on the U.S. Treasury having a maturity date closest to the remaining weighted average life on the series 2011 class A notes will be determined by the issuer to be based on the yield for the immediately preceding week as published in the most recent Federal Reserve statistical release H.15 made public at least two business days prior to the redemption date, including backup language if the statistical release is no longer published, however if the maturity date is less than one year, the yield to maturity of the U.S. Treasury securities with a constant maturity of one year will be used;

• Clarify that the date the indenture trustee delivers the instruments in section 9.1 of the indenture acknowledging the satisfaction and discharge of the indenture will be the date on which all amounts payable will be paid in full;

• Include a direction and authorization from more than 60% of the noteholders on the date of determination to the indenture trustee to execute, direct, acknowledge and agree with, or consent to, the proposed amendments;

• Release the funds by the issuer to the information agent for the consents under the consent solicitation;

• Permit ENA Sur to guarantee new debt, expected to be used to redeem and repay the outstanding notes and allow ENA also to guarantee such new debt;

• Reduce the minimum period for the delivery by ENA of the irrevocable notice that ENA is required to provide to no later than the same business day to provide a notice of redemption;

• Provide that any shortfall amounts, including make-whole premiums, is to be made to the indenture trustee on or before the redemption date for deposit into the primary payment account and provide that it will be made as promptly as possible on such a date;

• Provide that the delivery by the indenture trustee of the instruments will mean that all amounts owing under the notes will have been paid in full; and

• Once the indenture has been satisfied and discharged and the instruments have been delivered, the share collateral will be assigned and transferred and any amounts left over in the account.

Noteholders representing at least 60% of the notes must deliver their consents by the consent expiration time of 11:59 p.m. ET on Oct. 27.

The issuer is offering a consent fee of $2.50 per $1,000 face amount of notes to noteholders who consent if the proposed amendments are executed. The consent fee is subject to a scaling factor.

BofA Securities, Inc. is the solicitation agent (888 292-0070, 646 855-8988).

D.F. King & Co., Inc is the information agent for the offer (866 591-8263, 212 269-5550, ena@dfking.com).

The issuer is a trust created to issue debt for ENA Sur, a Panamanian corporation that administers and operates the Corredor Sur toll road in Panama City. The trust agreement was executed between Empresa Nacional de Autopista, SA and ENA Sur SA.

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