SANTO DOMINGO, Dominican Republic, Jan. 5, 2017 /PRNewswire/ -- Aeropuertos Dominicanos Siglo XXI, S.A. ("Aerodom" or the "Company") announced that it has commenced a cash tender offer (the "Tender Offer") on January 4, 2017, for any and all of its outstanding 9.250% Senior Secured Notes due 2019 (CUSIP Nos. 007866 AA4 and P0100V AA1; ISIN Nos. US007866AA48 and USP0100VAA19) (the "Notes"). The Tender Offer will expire at 5:00 p.m., New York City time, on February 1, 2017, unless extended or earlier terminated by the Company. In connection with the Tender Offer, the Company is also soliciting consents (the "Consent Solicitation") from the holders of the Notes to amend the indenture governing the Notes to eliminate most of the restrictive covenants and certain events of default contained in the indenture as they relate to the Notes. The Tender Offer and Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated January 4, 2017 (the "Offer to Purchase") and the related Consent and Letter of Transmittal. The Offer to Purchase and the Consent and Letter of Transmittal are collectively referred to herein as the "Offer Documents."
Under the terms of the Tender Offer, the total consideration for each US$1,000 principal amount of the Notes validly tendered and accepted for purchase will be US$1,050.31. The Company will also pay accrued and unpaid interest to the applicable payment date. The total consideration includes an early tender payment in an amount in cash equal to US$4.06 for each US$1,000 principal amount of Notes tendered by such holder and accepted for purchase, and is only payable to holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consents at or prior to 5:00 p.m., New York City time, on January 18, 2017 (the "Early Tender/Consent Deadline"). Holders who tender their Notes after the Early Tender/Consent Deadline and prior to the expiration of the Tender Offer will (promptly after such expiration) receive the total consideration less the early tender payment, or US$1,046.25 for each US$1,000 principal amount of Notes.
Prior to the expiration of the Tender Offer, upon satisfaction or waiver of the conditions to the Tender Offer, the Company may, at its option, accept for purchase all Notes validly tendered and not validly withdrawn before such expiration. The Company will pay for the Notes tendered at or prior to the Early Tender/Consent Deadline on a business day chosen by the Company promptly following both the Early Tender/Consent Deadline and the satisfaction or waiver of the conditions set forth in the Offer to Purchase and as summarized below to the consummation of the Tender Offer and the Consent Solicitation. Subject to limited conditions, all Notes validly tendered and not validly withdrawn after the Company's initial acceptance of Notes for purchase will be accepted and paid for promptly following the expiration time of the Tender Offer.
The Company's obligation to consummate the Tender Offer is conditioned upon the satisfaction of certain conditions, the full details of which are set forth in the Offer to Purchase, including (i) the consummation of one or more debt financing transactions on terms and conditions acceptable to the Company, (ii) holders of the Notes representing a majority in aggregate principal amount of the outstanding Notes having validly tendered (and not validly withdrawn) their Notes and validly delivered (and not validly revoked) their consents and (iii) the execution and delivery of a supplemental indenture amending the indenture to give effect to the proposed amendments. The complete terms and conditions of the Tender Offer are set forth in the Offer Documents. Holders of the Notes are urged to read the Offer Documents carefully.
The Company has retained J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. as the dealer managers and solicitation agents for the Tender Offer and Consent Solicitation. The Company has retained D.F. King & Co., Inc. as information agent, tender agent and tabulation agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact J.P. Morgan Securities LLC at 1 (888) 846-2874 (toll free) or (212) 834-7279 (collect) or Scotia Capital (USA) Inc. at 1 (800) 372-3930 (toll free) or (212) 225-5714 (collect). Requests for documents may be directed to D.F. King & Co., Inc. by phone at (800) 859-8511 (toll free) or (212) 269-5550, by email at email@example.com or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.
None of the Company, the dealer managers and solicitation agents, the information agent, tender agent and tabulation agent, the trustee for the Notes or their respective affiliates makes any recommendation as to whether holders of the Notes should tender all or any portion of their Notes pursuant to the Tender Offer or consent to the proposed amendments to the indenture, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security or a solicitation of consents with respect to any of the Notes. The Tender Offer and Consent Solicitation are being made solely pursuant to the Offer Documents and are subject to the terms and conditions stated therein. In any jurisdiction where the laws require the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of the Company by J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. or by one or more registered brokers or dealers under the laws of such jurisdiction. The Tender Offer and Consent Solicitation are not being made directly or indirectly to any resident or person located in any jurisdiction in which the making and acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains certain "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, concerning, among other things, the terms and timing of the Tender Offer and Consent Solicitation. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Company's current beliefs, expectations and projections about future events and financial trends affecting the Company's business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitation, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates and other operating and financial risks), many of which are beyond the control of the Company. The occurrence of any such factors not currently expected by the Company would significantly alter the results set forth in these statements.
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SOURCE Aeropuertos Dominicanos Siglo XXI, S.A.