GUATEMALA CITY, Dec. 7, 2017 /PRNewswire/ -- Intertrust SPV (Cayman) Limited, an ordinary company incorporated with limited liability under the laws of the Cayman Islands, acting solely in its capacity as trustee (the "Issuer") of the Energuate Trust (the "Trust"), established pursuant to a Trust Deed dated December 24, 2016, announced today that it has received valid consents (the "Requisite Consents") from the holders of a majority in aggregate principal amount of its outstanding 5.875% Senior Notes due 2027 (the "Notes") in connection with its previously announced solicitation (the "Solicitation") of consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the Loan Agreement, dated as of May 3, 2017 (the "Loan Agreement"), by and among Distribuidora de Electricidad de Occidente, S.A. ("DEOCSA") and Distribuidora de Electricidad de Oriente, S.A. ("DEORSA" and, together with DEOCSA, the "Parent Guarantors"), as borrowers, Credit Suisse AG, Cayman Islands Branch (the "Lender"), and The Bank of New York Mellon, as administrative agent, as set forth in the Consent Solicitation Statement (the "Statement") and the related Consent Form (the "Consent Form"), each dated as of November 28, 2017. The Solicitation expired at 5:00 p.m., New York City time, on December 7, 2017 (the "Expiration Time").
The Notes were issued pursuant to an indenture, dated as of May 3, 2017 (the "Indenture"), by and among the Issuer, the Parent Guarantors and The Bank of New York Mellon, as trustee (the "Trustee").
The Proposed Amendments will amend the Loan Agreement in connection with the sale (the "Acquisition") by Inkia Energy Limited ("Inkia"), an exempted company organized under the laws of Bermuda with operations in Latin America and the Caribbean, and one of Inkia's subsidiaries of substantially all of their assets, including approximately 91% of the equity interests in DEOCSA and approximately 93% of the equity interests in DEORSA, to holding companies indirectly owned by certain funds managed by I Squared Capital Advisors (US) LLC and one or more minority co-investors (collectively, the "Sponsor").
The Issuer expects to execute an amendment to the Loan Agreement that contains the Proposed Amendments on or about December 19, 2017, upon completion of required notice periods. The Proposed Amendments will become operative upon the satisfaction or waiver of all conditions to the Solicitation and the payment of the Consent Fee.
In the event that each of the conditions to the Solicitation described in the Statement is satisfied or waived by the Issuer, the Issuer will pay to each holder of record (each such holder, a "Holder") of the Notes as of 5:00 p.m., New York City time, on November 27, 2017 who delivered a valid Consent in respect of such Notes at or prior to the Expiration Time (and did not revoke such Consent prior to the revocation time), $2.50 in cash for each $1,000 principal amount of Notes (the "Consent Fee"). Upon satisfaction or waiver of the conditions to the Solicitation, the Issuer will pay the Consent Fee as promptly as practicable on the closing date of the Acquisition and immediately prior to such closing. Holders of Notes who delivered Consents but validly revoked and did not redeliver their Consents in accordance with the Statement or delivered their Consents after the Expiration Time will not receive the Consent Fee. Subject to applicable law, the Solicitation may be abandoned or terminated for any reason at any time, including prior to the Proposed Amendments becoming operative, in which case any Consents received will be voided and no Consent Fee will be paid to any Holders.
The Issuer engaged Credit Suisse Securities (USA) LLC to act as Solicitation Agent and D.F. King & Co., Inc. to act as Information and Tabulation Agent for the Solicitation. Questions regarding the Solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect). Requests for documents relating to the Solicitation may be directed to D.F. King & Co., Inc. at (866) 530-8636 (toll-free), (212) 269-5550 (banks and brokers) or email at firstname.lastname@example.org.
This press release is for informational purposes only and the Solicitation was only made pursuant to the terms of the Statement and the related Consent Form. The Solicitation was not made to, and Consents were not solicited from, Holders of Notes in any jurisdiction in which it was unlawful to make such Solicitation or grant such Consents. None of the Issuer, the Parent Guarantors, the Trustee, the Solicitation Agent or the Information and Tabulation Agent made any recommendation as to whether or not Holders should deliver Consents.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Through two corporate entities, DEOCSA and DEORSA, Energuate is one of two large energy distributors in Guatemala and the largest distribution company in Central America measured by population served. The Parent Guarantors use the trade name "Energuate" for the collective distribution businesses of DEOCSA and DEORSA, but Energuate is not a legal entity. Energuate operates in 21 of Guatemala's 22 departments, distributing energy to a service area of 101,914 km2 with approximately 11.8 million inhabitants. As of December 31, 2016, Energuate's service area represented approximately 93.6% of the country's territory in which approximately 72.8% of its total population resides. As of December 31, 2016, Energuate provided services to approximately 1.7 million regulated customers in Guatemala, which Energuate estimates represent approximately 56.0% of Guatemala's population and approximately 54.3% of Guatemala's regulated distribution customers. As of December 31, 2016, Energuate operated 70,380 km of distribution lines in Guatemala, representing approximately 83.1% of Guatemala's distribution lines. Energuate holds government authorizations to provide energy distribution services within its service area until 2048.
In the years ended December 31, 2016, 2015 and 2014, Energuate sold 2,316.4 GWh, 2,315.2 GWh and 2,184.1 GWh of energy, respectively, which represented approximately 21.2%, 21.3% and 21.5% of the energy purchased in Guatemala for such periods. Energuate purchases the energy it distributes to its customers principally through long-term PPAs with generation companies. As of December 31, 2016, Energuate was party to 73 PPAs with 31 generators with a weighted average life of 12 years.
Energuate's principal executive offices are located at Diagonal 6 10-50 zona 10, Edificio Interamericas World Center, Torre Sur, Nivel 14, Of. 1401, Guatemala City, Guatemala, and its telephone number at that address is +502-2367-9300. Energuate's website is located at www.energuate.com. Energuate's website and the information contained therein or connected thereto are not incorporated into this press release.
The Sponsor is an independent global infrastructure investment manager with approximately U.S.$9.4 billion in assets under management. The Sponsor has extensive experience and expertise in developing and operating energy and utility businesses and provides managerial expertise and technical support. The Sponsor has invested, and in some cases co-invested (with third parties, including investors in certain investment funds managed by the Sponsor), assets in Latin America, Asia, Europe and the United States with greater than 4,500 MW of installed capacity from hydropower and thermal generation, 740 km of transmission lines and natural gas processing facilities.
This communication and statements made from time to time, other than historical facts, by the Parent Guarantors and their respective representatives constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. In addition, the forward-looking statements represent the Parent Guarantors' views as of the date on which such statements were made. The Parent Guarantors anticipate that subsequent events and developments may cause their views to change. However, although the Parent Guarantors may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so, whether as a result of new information, future events or other occurrences. These forward-looking statements should not be relied upon as representing the Parent Guarantors' views as of any date subsequent to the date hereof.
SOURCE Energuate Trust