ENA Sur Trust announces results of its Consent Solicitation to the Holders of its 5.75% Series 2011 Class A Notes Due 2025 and 5.25% Series 2011 Class B Notes Due 2025

PANAMA CITY, Oct. 28, 2020 /PRNewswire/ -- ENA Sur Trust (the "Issuer") announced today that it has received the requisite consents from more than 60% of the Holders (the "Requisite Consents") of the currently outstanding amount of its 5.75% Series 2011 Class A Notes Due 2025 (the "Class A Notes") and 5.25% Series 2011 Class B Notes Due 2025 (the "Class B Notes" and together with the Class A Notes, "Notes") as of 11:59 p.m., New York City time, on October 27, 2020, pursuant to the Issuer's previously announced Notice of Consent Solicitation (the "Consent Solicitation") dated October 16, 2020.

As a result of receiving the Requisite Consents, the Bank of Nova Scotia (Panama), S.A., not in its individual capacity but solely as trustee under the trust agreement dated August 12, 2011 (the "ENA Sur Trustee"), among Empresa Nacional de Autopista, S.A. ("ENA"), ENA Sur, S.A. ("ENA Sur"), and the ENA Sur Trustee (as amended or supplemented, the "Trust Agreement"), ENA, ENA Sur and The Bank of New York Mellon, as indenture trustee of the Notes (the "Indenture Trustee"), as applicable, will execute and deliver the proposed amendments (the "Proposed Amendments") to: (i) the Indenture, dated as of August 12, 2011 (as amended or supplemented, the "Indenture"), by and between the ENA Sur Trustee and the Indenture Trustee, (ii) the Support Agreement, dated as of August 12, 2011 (as amended or supplemented, the "Support Agreement"), by and among ENA, ENA Sur, the Indenture Trustee and the ENA Sur Trustee, (iii) the Trust Agreement, (iv) the Assignment Agreement, dated as of August 12, 2011 (as amended or supplemented, the "Assignment Agreement"), by and among ENA Sur and the ENA Sur Trustee, and (v) the Servicing Agreement, dated as of August 12, 2011 (as amended and supplemented, the "Servicing Agreement"), by and among ENA, ENA Sur, ENA Sur Trustee, and the Indenture Trustee.

The Issuer's obligation to pay the Consent Fee as described herein, is conditioned upon the following conditions (collectively, the "Payment Conditions"): (i) the execution of the Proposed Amendments, (ii) the execution (refrendo) of the Supplemental Indenture, the Supplemental Support Agreement, the Supplemental Trust Agreement, the Supplemental Assignment Agreement and the Supplemental Servicing Agreement by the General Comptroller of the Republic (Contraloría General de la República), (iii) the registration of the Supplemental Indenture, the Supplemental Support Agreement, the Supplemental Trust Agreement, the Supplemental Assignment Agreement and the Supplemental Servicing Agreement with the Superintendency of Capital Markets of the Republic of Panama (Superintendencia del Mercado de Valores de la República de Panamá), and (iv) the absence of any law or regulation that would, and the absence of any injunction or action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would, make unlawful or invalid or enjoin the implementation of the Proposed Amendments or the payment of the Consent Fee (as defined below) or that would question the legality or validity thereof.

In the event that the Payment Conditions are satisfied or waived by the Issuer, the Issuer and ENA Sur will pay to the Depository Trust Company ("DTC") for payment to each of the Holders of outstanding Notes who delivered valid Consents prior to the Expiration Time, and who have not validly revoked such Consents prior to the Withdrawal Time, a cash payment of U.S.$2.50 per U.S.$1,000 of the currently outstanding principal amount of the Notes for which Consents have been so delivered (and not validly revoked) by such Holders (the "Consent Fee"). With respect to the Class A Notes, Holders who properly deliver their Consent prior to the Expiration Date will receive, for each U.S$1,000 original principal amount of Class A Notes, the Consent Fee multiplied by the Class A Notes Scaling Factor. With respect to the Class B Notes, Holders who properly deliver their Consent prior to the Expiration Date will receive, for each U.S$1,000 original principal amount of Class B Notes, the Consent Fee multiplied by the Class B Notes Scaling Factor. The Issuer and ENA Sur will pay the Consent Fee no earlier than five business days following the Expiration Time and in any case not until such time as the Payment Conditions have been satisfied or waived by the Issuer.

BofA Securities, Inc. acted as the solicitation agent with respect to the Consent Solicitation. 

This press release is for informational purposes only and is not a solicitation of consent with respect to the Notes or any other securities. The consent solicitation has been made solely pursuant to the Consent Solicitation, which sets forth the complete terms of the consent solicitation.

About the Issuer

The Issuer is a trust constituted pursuant to Law 1-1984 dated January 5, 1984 of Panama, as amended, in accordance with the Trust Agreement executed between ENA and ENA Sur, as settlors and second beneficiaries under the Trust Agreement, and the ENA Sur Trustee, acting not in its individual capacity but solely as trustee.

The Issuer is a legal vehicle that has no subsidiaries, no employees and no business or debt other than pursuant to the terms of the transaction documents. According to the Trust Agreement, the ENA Sur Trustee, acting as the trustee under the Trust Agreement, will not be personally liable for any amounts payable, among others, in respect of Notes or any other transaction documents, except for certain customary situations involving gross negligence or willful misconduct, as the case may be, and as finally determined by a court of competent jurisdiction. Accordingly, pursuant to the transaction documents, in the event, among others, of a payment default by the Issuer on the Notes, neither the Indenture Trustee nor any other party will have any recourse to the ENA Sur Trustee or any of its affiliates, in their individual capacity, or of their individual assets or to any other person other than recourse to the collateral held by the Issuer, for the benefit of the Holders.

The Concessionaire

The "Concessionaire" is ENA Sur, a Panamanian sociedad anónima (corporation). Since August 12, 2011, ENA Sur has been a wholly-owned subsidiary of ENA.

The Concessionaire holds the Concession to, among other things, study, design, construct, maintain, administer, and operate the Corredor Sur toll road in Panama City, Panama, under the administrative concession system governed by the laws of Panama. The Concessionaire holds the Concession pursuant to the Concession Agreement, which was entered into between the Panamanian government acting through Ministry of Public Works and the Concessionaire on August 6, 1996 and authorized by the Panamanian Contraloría General de la República (Comptroller General) on August 8, 1996, as amended from time to time (the "Corredor Sur Concession Agreement").

The Concessionaire's primary source of revenues is the collection of tolls along Corredor Sur. In addition to toll revenues, the Corredor Sur Concession Agreement allows the Concessionaire to exploit certain rights with respect to designated segments within the Concession area.

Forward-Looking Statements

This press release may contain forward-looking information and statements regarding the Issuer, ENA Sur, ENA and the Consent Solicitation. Any statements included in this press release that address activities, events or developments that the Issuer, ENA Sur, ENA and the Consent Solicitation will do or that may occur in the future are forward looking statements, these include among others, statements as to: (i) the Proposed Amendments; (ii) the expected payment of the Consent Fee; and (iii) the anticipated incurrence of new indebtedness, including through a possible offering of additional Notes under the Indenture. Estimates and forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from the expectations described in the forward-looking statements.  The events referred to in the estimates and forward-looking statements included in this press release may or may not occur, and our business performance and results of operation may differ materially from those expressed in our estimates and forward looking statements, due to factors that might include: adverse effects in the global economy, including adverse effects as a result of the COVID-19 outbreak and related economic shutdown and its impact on the Panamanian economy, or other global or local epidemics and the Panamanian government's response, the pace of recovery of traffic demand, and other factors listed in the Consent Solicitation under the heading "Statement Regarding Forward Looking Statements." Estimates and forward-looking statements refer only to the date when they were made, and none of the Issuer, ENA Sur Trustee, ENA Sur, ENA, the Indenture Trustee or the Solicitation Agent undertakes any obligation to update or revise any estimate or forward-looking statement due to new information, future events or otherwise. Investors are warned not to place undue reliance on any estimates or forward-looking statements in making decisions regarding investment in the Notes.

Contact Details

Leopoldo Peralta, Chief Financial Officer, Empresa Nacional de Autopista, S.A.
Phone: +507 226-7693
Email: [email protected]

SOURCE ENA Sur Trust