Aeropuerto Internacional de Tocumen announces commencement 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, Sept. 23, 2020 /PRNewswire/ -- Aeropuerto Internacional de Tocumen, S.A. ("Tocumen") announced today that it is soliciting consents (the "Consent Solicitation") from the holders of its 5.625% Senior Secured Notes due 2036 (the "2036 Notes") and the holders of its 6.000% Senior Secured Notes due 2048 (the "2048 Notes," and collectively the "Notes," and each a "Series") for the adoption of certain 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 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement").

The primary purpose of the Proposed Amendments is to provide Tocumen with additional capacity to raise liquidity needed to maintain and operate the Airport during the COVID-19 pandemic and as the global air traffic industry recovers from its effects.

As a demonstration of both market and Government support for this plan we have already received U.S.$50,000,000 of signed liquidity line offers from Government-owned banks. We also have an executed facility and have received a signed offer from commercial lenders for an additional aggregate U.S.$50,000,000.  These liquidity lines are unsecured.  After the Proposed Amendments are effective, we will be able to access these liquidity lines in excess of the approximately U.S.$25,000,000 currently permitted by the debt basket under the Indenture.

We propose to make the following three amendments to the Indenture:      

1. amend Section 5.1(n) ("Debt") of the Indenture to increase its debt basket from U.S.$25,000,000 (as adjusted by inflation) to the greater of U.S.$100,000,000 or 35% of CFADS for the two Calculation Periods most recently ended (For reference, two Calculation Periods have a duration of four quarterly consecutive periods.);
2. amend Section 5.2 ("Restricted Payments") of the Indenture to add an additional test and limit Restricted Payments at any time that the principal amount of outstanding Debt incurred under Section 5.1(n) is greater than 35% of CFADS for the two Calculation Periods most recently ended; and
3. add to Section 1.1 ("Definitions") of the Indenture a definition of "CFADS" (an acronym for "Cash Flow Available for Debt Service"), which is the numerator of the definition of Debt Service Coverage Ratio, and use the new defined term in the definition of Debt Service Coverage Ratio. (For the avoidance of doubt, no substantive change is being made to the definition of the Debt Service Coverage Ratio.)

The Consent Solicitation is being made pursuant to a Consent Solicitation Statement. The Consent Solicitation was commenced today and will expire at 5:00 p.m., New York City time, on October 2, 2020, unless extended by Tocumen (each such date and time, as the same may be extended, is referred to as the "Expiration Time"). Only holders of the applicable Notes are entitled to consent to the Proposed Amendments pursuant to the applicable Consent Solicitation.

In order to effect the Proposed Amendments (described in more detail in the Consent Solicitation Statement), Tocumen proposes to enter into a third supplemental indenture with respect to the Indenture with the Indenture Trustee (the "Third Supplemental Indenture"). In order to execute the Third Supplemental Indenture as contemplated by the Proposed Amendments, the consents must be obtained from the holders of at least a majority in aggregate principal amount of the then outstanding Notes of each Series (not including any Notes that are owned by Tocumen or any of its affiliates (other than the government of Panama)) (the "Requisite Consents").

The Proposed Amendments constitute a single proposal with respect to each Series of Notes, and consenting holders must consent to the Proposed Amendments as an entirety with respect to the Notes and may not consent selectively with respect to the Proposed Amendments.

The following table sets forth certain terms of the Consent Solicitation:

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(1) The amount set forth in the Outstanding Principal Amount column reflects the fact that the 2048 Notes are subject to principal amortization with a current scaling factor of 99.557949% as of the date of this Consent Solicitation Statement. 

With respect to the Consent Solicitation, and subject to the terms and conditions described herein, a cash consent fee of U.S.$3.75 per U.S.$1,000 principal amount of Notes (which in the case of the 2048 Notes will be calculated by multiplying the original principal amount by the scaling factor of 99.557949%) will be paid to the holders who validly deliver (and do not validly revoke) their consents to the Proposed Amendments prior to the Expiration Time (as the same may be extended or earlier terminated by Tocumen in its sole discretion), provided that the Requisite Consents with respect to the Notes have been received, and the Third Supplemental Indenture has been executed and delivered by us and the Indenture Trustee, executed (refrendo) by the General Comptroller of the Republic (Contraloría General de la República) and registered with the Superintendence of Capital Markets (Superintendencia del Mercado de Valores) of Panama (the "SMV"). The time of execution and delivery of the Third Supplemental Indenture may occur prior to the Expiration Time, with respect to the applicable Series of Notes. The Proposed Amendments will become operative with respect to such Series of Notes only upon the payment by Tocumen of the consent fee, which is expected to be within five business days of the Expiration Time.

Subject to the terms and conditions described herein, Tocumen reserves the right, in its sole discretion (i) to terminate or amend, waive or modify any of the terms of such Consent Solicitation in any respect, at any time and for any reason, by giving notice to the Solicitation Agent and the Information, Tabulation and Payment Agent; (ii) to extend such Consent Solicitation for any reason from time to time; and (iii) not to extend such Consent Solicitation beyond the original Expiration Time or any date to which such Consent Solicitation has been previously extended.

Citigroup Global Markets Inc. is acting as Solicitation Agent in connection with the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Citigroup Global Markets Inc. 388 Greenwich Street, 7th Floor New York, New York 10013 or at U.S. Toll Free: (800) 558-3745/Collect: (212) 723-6106. Requests for additional copies of this Consent Solicitation Statement or related documents may be directed to Global Bondholder Services Corporation, which will act as Information, Tabulation and Payment Agent, at its telephone number (866) 470-4200 (toll free) or (212) 430-3774 (banks and brokers) or email [email protected].

The Consent Solicitation Statement has not been filed with or reviewed by any federal or state securities commission or authority of any jurisdiction, other than the SMV, nor has any such commission or authority passed upon the accuracy or adequacy of this Solicitation Statement. Any representation to the contrary is unlawful and may be a criminal offense.

In addition to and together with the Consent Solicitation Statement, Tocumen has distributed a Form R-MOP(A) (Formulario R-MOP(A)) to the Holders of each Series of Notes in compliance with applicable Panamanian securities regulations and SMV requirements.

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.

An investor presentation regarding the effects of COVID-19 on the Airport and our Liquidity Enhancement Plan is available on our website at http://www.tocumenpanama.aero.

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.