
INTERNATIONAL AIRPORT FINANCE, S.A. ANNOUNCES SUCCESSFUL RESULTS OF CONSENT SOLICITATION RELATED TO THE 12.000% SENIOR SECURED NOTES DUE 2033
(CUSIP Nos. 45900T AA0 / E6R69L AA2;
ISIN Nos. US45900TAA07 / USE6R69LAA27)
MADRID, Nov. 5, 2025 /PRNewswire/ -- International Airport Finance, S.A. (the "Issuer") announces the successful results of its previously announced consent solicitation (the "Consent Solicitation"), where it sought to obtain the consents (the "Consents") from registered holders (the "Holders") of its 12.000% Senior Secured Notes due 2033 (the "Notes"), upon the terms and conditions described in the Issuer's Consent Solicitation Statement, dated October 29, 2025 (the "Statement"), to the waiver of certain provisions under (i) the indenture dated as of March 14, 2019 (as amended and supplemented from time to time, the "Indenture"), between the Issuer and Citibank, N.A., as indenture trustee, note registrar, paying agent, transfer agent and notes collateral agent (the "Trustee"), (ii) the third amended and restated common terms agreement and facility agreements dated as of March 14, 2019 (the "Common Terms Agreement") between Corporación Quiport S.A., as borrower (the "Borrower"), the Issuer, as lender, and Citibank, N.A., as administrative agent and (iii) the third amended and restated master accounts agreement dated as of March 14, 2019 (the "Master Accounts Agreement") among the Borrower, as borrower, and Citibank, N.A., as loans account bank and administrative agent (the "Loans Account Bank"). The ultimate purpose of the Consent Solicitation is to facilitate the Issuer's intention to redeem the Notes in full with proceeds from certain concurrent financings its Affiliate intends to obtain. Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Statement.
As of 5:00 p.m., New York City time, on November 4, 2025 (the "Expiration Date") Holders representing a majority in aggregate principal amount of the outstanding Notes have validly delivered the Required Consents to the Required Waivers described in the Statement. The Revocation Deadline for the Consent Solicitation has passed and, therefore, Consents that have been validly delivered cannot be revoked.
In addition, on October 30, 2025, the Borrower announced the proposed Concurrent U.S. Financing, a proposed offering of senior secured notes of the Borrower (the "New Notes"). The New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws. The New Notes will not be offered or sold within the United States or to U.S. persons, except (1) to persons who are qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A"), or (2) to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"). The Borrower also announced that it had obtained commitments from certain Ecuadorian banks to provide up to US$200.0 million aggregate principal amount of loans that is expected to be incurred pursuant to a credit agreement.
Subject to the occurrence of the U.S. Financing Pricing Date and the satisfaction of the General Conditions, the Required Waivers will be effective and the Issuer will pay in cash, on the Settlement Date, an amount equal to US$10 per US$1,000 nominal principal amount of the Notes (subject to the Scaling Factor) for which Consents to the Requested Waivers were validly delivered on or prior to the Expiration Date and not validly revoked prior to the Revocation Deadline. The occurrence of the U.S. Financing Pricing Date and the applicable Settlement Date will be followed as promptly as practicable by announcement thereof.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, the solicitation agents in the Consent Solicitation and Global Bondholder Services Corporation have been retained to serve as the information agent and tabulation agent. Persons with questions regarding the Consent Solicitation should contact Citigroup Global Markets Inc. at (toll free) +1 (800) 558-3745 or (collect) +1 (212) 723-6106. Requests for the Statement should be directed to Global Bondholder Services Corporation, at (toll free) +1 (855) 654-2014 or by email to [email protected], or can be accessed through the Consent Website https://www.gbsc-usa.com/iaf.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The Issuer undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
SOURCE International Airport Finance, S.A.
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