Aeropuerto Internacional de Tocumen, S.A. Announces Final Tender Results of its Tender Offer and Consent Solicitation for its 5.625% Senior Secured Notes due 2036 and its 6.000% Senior Secured Not...

PANAMA CITY, Aug. 20, 2021 /PRNewswire/ -- Aeropuerto Internacional de Tocumen, S.A., a Sociedad Anónima organized under the laws of the Republic of Panama (the "Issuer"), offered to purchase for cash (the "Tender Offer") from each registered holder (each, a "Holder" and, collectively, the "Holders"), any and all of its outstanding 5.625% Senior Secured Notes due 2036 (the "2036 Notes") and 6.000% Senior Secured Notes due 2048 (the "2048 Notes" and, together with the 2036 Notes, the "Notes"), subject to the terms and upon the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 22, 2021, as supplemented by the First Supplement to the Offer to Purchase and Consent Solicitation Statement dated July 23, 2021 (the "Statement"). In conjunction with the Tender Offer, the Issuer solicited consents (the "Consents") to certain   amendments further described in the Statement to each of (i) the Indenture, (ii) the Intercreditor Agreement, (iii) the Trust Agreement and (iv) the Assignment Agreement (the "Consent Solicitation"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement.

The Tender Offer expired at 11:59 p.m., New York City time, on August 18, 2021 (the "Expiration Date"), and was not extended or earlier terminated by the Company.  The Issuer hereby announces that, as of the Expiration Date, it received (including Early Tender results) valid tenders of Notes and Consents from Holders in the following amounts:

In accordance with the Statement, given that all conditions to the Tender Offer were satisfied, on August 20, 2021 (the "Final Settlement Date"), payment of the Tender Offer Consideration as described in the Statement, was made to eligible Holders who validly tendered Notes after the Early Tender Date but at or prior to the Expiration Date, and whose Notes were accepted for purchase. In addition, such Holders of Notes received accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Final Settlement Date, together with any additional amounts thereon. Such Holders were not eligible to receive the Early Tender Payment.

Following payment of the Tender Offer Consideration to eligible Holders, on August 20, 2021, the Issuer delivered irrevocable notices of redemption to the Notes trustee, electing to exercise its right to redeem (the "Redemption") all, but not less than all, of the outstanding 2036 Notes and 2048 Notes that remain outstanding as of and on August 23, 2021 (the "Redemption Date"). To effectuate the Redemption, on the Redemption Date, the Issuer will pay the aggregate amount of approximately U.S.$9.2 million to Holders of 2036 Notes and approximately U.S.$101.2 million to Holders of 2048 Notes, corresponding to the Clean-up Redemption Price for each of the 2036 and the 2048 Notes, as applicable; plus (a) all accrued and unpaid Interest (if any) to but excluding Redemption Date with respect to the applicable outstanding principal amount of the 2036 Notes and the 2048 Notes, as applicable; plus (c) all unpaid Additional Amounts, (if any); plus (d) all other amounts then due and payable to Beneficiaries by the Issuer (if any).

The Depositary Agent for the Tender Offer was:

Global Bondholder Services Corporation

The Dealer Managers for the Tender Offer and the Solicitation Agents for the Consent Solicitation were:

* * * * * *

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and the Consent Solicitation are made only by and pursuant to the terms of the Statement and the information in this notice is qualified by reference to the Statement. None of the Issuer, the Dealer Managers and Solicitation Agents, the Information and Tender Agent or any other Agent, the Trustee or any of their respective affiliates makes any recommendations as to whether holders should tender all or any portion of their Notes and to deliver the related Consents or withhold such Consents with respect to all or any portion of their Notes pursuant to the Tender Offer or the Consent Solicitation. Holders must decide whether to tender Notes and deliver the Consents relating to such Notes, and if tendering, the amount of Notes  to tender.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The New Offering was not and will not be registered under the Securities Act. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

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SOURCE Aeropuerto Internacional de Tocumen, S.A.