AES El Salvador Trust launches any-and-all tender for 6¾% notes

By William Gullotti

Buffalo, N.Y., May 12 – Panama-based AES El Salvador Trust II (Trustco II) launched a cash tender offer for any and all of its $310 million 6¾% notes due 2023 (Cusips: 00105NAA1, P06076AA4) with a concurrent consent solicitation, according to a company press release Thursday.

The Regulation S and Rule 144A notes were issued in 2013 and are guaranteed by Compania de Alumbrado Electrico de San Salvador, SA de CV, AES Clesa y Compania, S en C de CV, Empresa Electrica de Oriente, SA de CV and Distribuidora Electrica de Usulutan, SA de CV, each a company organized in El Salvador with limited liability.

The company is seeking consents to amend the indenture governing the notes, shortening the minimum notice period for any redemption of the notes by the issuer to three days. This includes optional, withholding tax event, substantial repurchase event, rating methodology event or tax deductibility event redemptions.

AES El Salvador is offering a tender offer consideration of $970 for each $1,000 principal amount of notes.

Notes validly tendered and not withdrawn before the early tender deadline will additionally be eligible for an early tender premium of $30 per note, for a total consideration of $1,000 per note.

In each case, accrued interest from the last interest payment date to the settlement date will also be paid.

The early tender deadline is 5 p.m. ET on May 25, which is also the withdrawal deadline.

The early settlement date has not yet been determined.

The offer and consent solicitation both expire at 11:59 p.m. ET on June 9.

There is no minimum principal amount required for the tender offer.

To participate in the offer, both consents must be delivered and notes must be tendered by the holder.

The tender offer and concurrent solicitation are subject to some conditions, including a financing condition.

According to the release, the company and guarantors intend to fund the offer with the anticipated proceeds from a $370 million senior secured term loan facility. The expected facility has not been consummated, though Bancolombia SA Establecimiento Bancario and Banco Agricola were named as lead arrangers and bookrunners with Scotia Panama Trust Co., SA as administrative agent.

The tender agent and information agent is Global Bondholder Services Corp. (212 430-3774, 855 654-2014, contact@gbsc-usa.com, https://www.gbsc-usa.com/fmv).

J.P. Morgan Securities LLC (866 846-2874) is the dealer manager and solicitation agent.

The company is based in Panama.

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