PANAMA CITY, Sept. 19, 2016 /PRNewswire/ -- AES Panamá, S.R.L. ("AES Panamá" or the "Company") today announced that it has commenced a solicitation of consents (the "Consent Solicitation") from the holders of record (the "Holders") on September 19, 2016 (the "Record Date") of the Company's 6.000% Senior Notes due 2022 (the "Notes") to an amendment (the "Proposed Amendment") to the indenture governing the Notes (the "Indenture"). The Proposed Amendment will amend clause (2)(i) of Section 9.06 (Limitation on Restricted Payments) of the Indenture to increase the dollar amount in that clause from $25 million to $60 million, which will provide the Company the flexibility over the life of the Notes until their maturity to make Restricted Payments, including dividends, of up to $60 million pursuant to that clause.
Adoption of the Proposed Amendment requires the consent of Holders representing a majority of the $300 million aggregate principal amount of Notes currently outstanding (the "Requisite Consents"). Immediately following receipt of the Requisite Consents, the Company intends to effectuate the Proposed Amendment by executing and delivering a supplemental indenture to the Indenture which will contain the Proposed Amendment (the "Supplemental Indenture") and having the Supplemental Indenture registered with the Superintendency of the Securities Markets of the Republic of Panama.
The Consent Solicitation will expire at 12:00 PM, New York City time, on September 26, 2016, unless extended or earlier terminated by the Company (such date and time, as the same may be extended or earlier terminated, the "Expiration Time"). Consents to the Proposed Amendment may be revoked at any time up to, but will become irrevocable upon, the execution of and delivery of the Supplemental Indenture (the "Amendment Execution Date"). In the event the Proposed Amendment becomes effective, the Company will pay a consent fee (the "Consent Fee") to each Holder whose duly executed consent is received and accepted prior to the Expiration Time and not revoked prior to the Amendment Execution Date. The Consent Fee will be $2.50 for each $1,000 in principal amount of Notes with respect to which a consent is received, accepted and not revoked as aforesaid and will be paid promptly following the Expiration Time and the effectiveness of the Proposed Amendment.
The Company is making the Consent Solicitation pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated September 19, 2016, and the related Consent Letter (together, the "Consent Documents"). In addition, subject to applicable securities laws and the terms set forth in the Consent Documents, the Company reserves the right (i) to waive or modify in whole or in part any and all conditions to the Consent Solicitation, (ii) to extend the Expiration Time, (iii) to modify or terminate the Consent Solicitation, or (iv) otherwise to amend the Consent Solicitation in any respect.
Deutsche Bank Securities Inc. is acting as solicitation agent for the Consent Solicitation. Deutsche Bank Securities Inc. can be contacted at (855) 287-1922 (toll-free) and (212) 250-7527 (collect). D. F. King & Co., Inc. is the information agent and tabulation agent for the Consent Solicitation.
Additional copies of the Consent Documents and other related documents may be obtained by calling D.F. King & Co., as information agent, at +1 (212) 269-5550 (for banks and brokers only) or +1 (866) 356-7814 (toll free).
The Consent Solicitation is being made solely on the terms and conditions set forth in the Consent Documents. The Consent Solicitation is not being made to, nor will the Company accept deliveries of consents from, Holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
This press release also is not a solicitation of consents to the Proposed Amendment to the Indenture. No recommendation is made as to whether Holders of Notes should deliver their consent in the Consent Solicitation. Holders of Notes should carefully read the Consent Documents because they contain important information, including the various terms and conditions of the Consent Solicitation.
About AES Panama, S.R.L.
We are the largest electricity generation company in Panama both in terms of installed capacity and average energy dispatched, as well as the largest privately controlled hydro generation company in Central America, based on information provided by the CND. We derive substantially all of our revenues from the sale of electricity through firm capacity and energy supply agreements, spot market sales and regional market sales. Our principal customers are Panama's three energy distribution companies. We also have capacity and energy supply agreements with nine Large Customers. Our remaining electricity sales revenues derive from spot market sales and regional exports. Our electricity generation facilities are composed of five geographically diverse facilities (four hydroelectric plants and one thermal plant) that contain 16 generation units located in eastern and western Panama. The majority of Panama's hydroelectric resources are located in the western region of Panama, where rainfall tends to be highest, although the highest demand for energy is in the eastern region of the country at the main population center of Panama City. Additional information about AES Panama can be found at our website located at http://www.aespanama.com.
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SOURCE AES Panama, S.R.L.