Aeropuerto Internacional de Tocumen announces successful completion of a consent solicitation for each of its 5.625% Senior Secured Notes due 2036 and 6.000% Senior Secured Notes due 2048

PANAMA, Republic Of Panama, Oct. 5, 2020 /PRNewswire/ -- Aeropuerto Internacional de Tocumen, S.A. ("Tocumen") today announced the successful completion of the previously announced consent solicitation (the "Consent Solicitation") relating to its 5.625% Senior Secured Notes due 2036 and its 6.000% Senior Secured Notes due 2048 (collectively the "Notes," and each a "Series") for the adoption of the proposed amendments (the "Proposed Amendments") to the indenture, as supplemented and restated, governing the Notes (the "Indenture"), as set forth in the Consent Solicitation Statement dated September 23, 2020 (the "Consent Solicitation Statement"). As of 5:00 p.m., New York City time, on October 2, 2020 (the "Expiration Time"), Tocumen was advised that it has received consents from holders of a majority in principal amount of the outstanding Notes of each Series (not including any Notes held by Tocumen or any of its affiliates (other than the government of Panama)) to the adoption of Proposed Amendments to the Indenture governing each Series of Notes. As a result, the Third Supplemental Indenture has been executed by Tocumen and the Indenture Trustee, and will be promptly delivered to the General Comptroller of the Republic (Contraloría General de la República) to be executed (refrendo) and registered with the Superintendence of Capital Markets (Superintendencia del Mercado de Valores) of Panama. Thereafter, the Consent Fee (as defined below) will be paid to applicable holders.

Tocumen will make a cash payment of U.S.$3.75 per U.S.$1,000 principal amount of Notes (the "Consent Fee") to each holder of Notes who validly delivered (and did not validly revoke) a consent prior to the Expiration Time. With respect to the 2048 Notes, holders who properly delivered their consent prior to the Expiration Time will receive, for each U.S.$1,000 original principal amount of 2048 Notes, the Consent Fee multiplied by the scaling factor of 99.557949%. The 2036 Notes were not subject to a scaling factor. 

Any questions regarding these payments should be directed to the Information, Tabulation and Payment Agent for the Consent Solicitation, Global Bondholder Services Corporation, at its telephone number (866) 470-4200 (toll free) or (212) 430-3774 (banks and brokers) or email [email protected]. Citigroup Global Markets Inc. acted as solicitation agent in connection with the Consent Solicitation.

About Tocumen International Airport

We are a wholly-owned state company that owns, operates, maintains and develops the Airport, which is the principal international airport directly serving Panama City, the largest city in Panama. The Airport is a critical gateway, linking travel across North America, Central America, South America, the Caribbean and Europe because of its strategic position in the middle of the Americas.

No Offer or Solicitation

This press release is for informational purposes only and the Consent Solicitation is only being made pursuant to the terms of, and subject to the conditions specified in, the Consent Solicitation Statement. The Consent Solicitation is not being made to, and consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such consent. None of Tocumen, the Indenture Trustee, the Solicitation Agent or the Information, Tabulation and Payment Agent makes any recommendation as to whether or not holders should deliver consents.  Each holder must make its own decision as to whether or not to deliver consents. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. This communication also is not a solicitation of consents to the Proposed Amendments to the Indenture. The securities described in the Consent Solicitation Statement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and they may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This Statement contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that we believe, expect or anticipate will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Consent Solicitation and various matters related to our plans and objectives) are forward-looking statements. These forward-looking statements reflect our current expectations or beliefs based on information currently available to us. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, us. Additional factors are detailed in the Consent Solicitation Statement.

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable law, we disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

SOURCE Aeropuerto Internacional de Tocumen, S.A.