MEXICO CITY, Nov. 6, 2023 /PRNewswire/ — Mexico City Airport Trust (“MEXCAT“) announced that it has commenced tender offers to purchase for cash (the “Tender Offers” and, individually, a “Tender Offer“) its notes of the series set forth in the table below (all such notes, the “Notes” and each such series, a “series” of Notes), for a purchase price per series, including Accrued Interest (as defined below) and Additional Amounts (as defined below), if any (the “Purchase Price Per Series“), of up to the applicable tender cap for such series set forth in the table below (each, a “Tender Cap“), subject to proration as described herein, from each registered holder of the Notes (each a “Holder” and, collectively, the “Holders“).
The terms and conditions of the Tender Offers are described in the offer to purchase (the “Offer to Purchase“) and related letter of transmittal (the “Letter of Transmittal“), in each case dated today, which set forth the complete terms of the Tender Offers.
The following table summarizes the principal terms of the Tender Offers:
|
Title of Security |
CUSIP and ISIN Numbers |
Principal |
Tender Cap |
Early Tender |
Early Tender |
Late Tender |
|
4.250% Senior Secured |
59284MAA2; P6629MAA0 / |
US$700,010,000 |
US$172,500,000 |
US$950.00 |
US$50.00 |
US$900.00 |
|
3.875% Senior Secured |
59284MAC8; P6629MAC6 / |
US$700,000,000 |
US$164,100,000 |
US$907.50 |
US$50.00 |
US$857.50 |
|
5.500% Senior Secured |
59284MAB0; P6629MAB8 / |
US$700,000,000 |
US$164,100,000 |
US$765.00 |
US$50.00 |
US$715.00 |
|
5.500% Senior Secured |
59284MAD6; P6629MAD4 / |
US$2,100,004,000 |
US$492,500,000 |
US$765.00 |
US$50.00 |
US$715.00 |
|
(1) |
Per US$1,000 principal amount of Notes. |
|
(2) |
Includes the Early Tender Premium (as defined herein). |
The Tender Offers will expire at 5:00 p.m., New York City time, on December 5, 2023, unless extended (such date and time with respect to a Tender Offer, as the same may be extended with respect to such Tender Offer, the “Expiration Time“). In order to be eligible to receive the applicable Early Tender Consideration (as defined below), Holders must validly tender (and not validly withdraw) Notes on or prior to 5:00 p.m. New York City time, on November 17, 2023, unless extended (such date and time with respect to a Tender Offer, as the same may be extended with respect to such Tender Offer, the “Early Tender Deadline“). Notes of any series tendered may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 17, 2023, unless extended (such date and time with respect to a Tender Offer, as the same may be extended with respect to such Tender Offer, the “Withdrawal Deadline“).
The applicable tender consideration payable for each US$1,000 principal amount Notes of each series that are validly tendered at or prior to the applicable Early Tender Deadline (and not validly withdrawn) and accepted for purchase by MEXCAT (subject to proration) (in each case, with respect to each series of Notes, the “Early Tender Consideration“) is as set forth on the table above. The applicable Early Tender Consideration includes an early tender premium (the “Early Tender Premium“) as set forth on the table above. The applicable tender consideration payable for each US$1,000 principal amount of Notes of each series that are validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date, and accepted for purchase by MEXCAT (subject to proration) (in each case, with respect to each series of Notes, the “Late Tender Consideration“) will be equal to the Early Tender Consideration minus the Early Tender Premium.
In addition to the applicable Early Tender Consideration or the applicable Late Tender Consideration, as the case may be, Holders whose Notes are accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest (“Accrued Interest“) from the last interest payment date applicable to their Notes to, but not including, the applicable Payment Date (as defined below) and additional amounts in respect of withholding taxes applicable to such Accrued Interest (including gains derived from the sale of the Notes in the Tender Offers that are treated as interest), if any, subject to specified exceptions and limitations in respect of Accrued Interest (“Additional Amounts“).
MEXCAT has the right, with respect to each Tender Offer, to elect following the applicable Early Tender Deadline and prior to the applicable Expiration Time to accept the Notes validly tendered at or prior to the applicable Early Tender Deadline, provided that all conditions of the applicable Tender Offer in respect of which MEXCAT exercised the Early Acceptance Right have been satisfied or, where applicable, waived by MEXCAT (the “Early Acceptance Right” and the day MEXCAT exercises such right with respect to any series of Notes, the “Early Acceptance Date“). If MEXCAT exercises its Early Acceptance Right with respect to any series of Notes, MEXCAT will pay the applicable Early Tender Consideration with respect to Notes of such series accepted for purchase on or promptly after the Early Acceptance Date (such date and time, as the same may be extended, the “Early Payment Date“), which is currently expected to occur no later than three business days following the applicable Early Acceptance Date. Irrespective of whether MEXCAT chooses to exercise its option to have an Early Payment Date, MEXCAT will purchase any remaining Notes of a series that have been validly tendered and not validly withdrawn at or prior to the applicable Expiration Time and that MEXCAT chooses to accept for purchase, subject to all conditions to the Tender Offers having been satisfied or waived by us, on a date promptly following the applicable Expiration Time (such date and time, as the same may be extended the “Final Payment Date“; and each of the Early Payment Date and Final Payment Date, a “Payment Date“).
The Tender Offers are not contingent upon the valid tender of any minimum principal amount of Notes of any series. The Tender Offers are conditioned on the satisfaction of certain customary conditions, including MEXCAT (i) receiving sufficient funds from the trustee under the Mexican irrevocable guaranty, administration and payment trust (fideicomiso irrevocable de garantía, administración y pago) number 2172, established to secure MEXCAT’s obligations pursuant to the Notes from amounts deposited in the principal accumulation accounts maintained by it, to fund the Tender Offers, including funds to purchase the Notes tendered and accepted for purchase by MEXCAT pursuant to the Tender Offers and pay the applicable Early Tender Consideration or Late Tender Consideration, as the case may be, plus Accrued Interest and Additional Amounts, if any, and (ii) having sufficient funds available to pay all fees and expenses in connection with the Tender Offers. Subject to applicable law, MEXCAT reserves the right, in its sole discretion, to amend, extend, withdraw or terminate any Tender Offer, at any time and from time to time, as described in the Offer to Purchase, without extending the applicable Withdrawal Deadline or otherwise reinstating withdrawal rights unless MEXCAT determine that any such amendment or extension represents a material change to tendering Holders. In particular, subject to applicable law, MEXCAT expressly reserves its right, but is not obligated, to (i) increase the applicable Tender Cap for a series of Notes in its sole discretion, or (ii) keep any Tender Offer open or extend any applicable Early Tender Deadline or Expiration Time to a later date and time with respect to any series of Notes. If any of the conditions are not satisfied or waived by MEXCAT at the applicable Expiration Time, MEXCAT may terminate the applicable Tender Offer, or extend the applicable Tender Offer, or continue to accept tenders of Notes of any series.
If the acceptance of all Notes of a series validly tendered (and not validly withdrawn) at or prior to the applicable Early Tender Deadline would cause MEXCAT to purchase Notes of a series for a Purchase Price per series (which includes Accrued Interest and Additional Amounts, if any) in excess of the applicable Tender Cap for such series, after taking into account the aggregate principal amount of Notes of such series validly tendered (and not validly withdrawn), the applicable Early Tender Consideration and the proration described below, then the Tender Offer for such series of Notes will be oversubscribed at the applicable Early Tender Deadline and (i) MEXCAT will not accept for purchase any Notes of such series tendered after the applicable Early Tender Deadline and (ii) MEXCAT will, subject to the terms and conditions of the Tender Offers, accept for purchase on the applicable Early Acceptance Date (or, if there is no Early Acceptance Date, promptly after the applicable Expiration Time), the Notes of such series tendered at or prior to the applicable Early Tender Deadline on a pro rata basis, using a proration factor for each series of Notes such that MEXCAT will not accept for purchase Notes of a series for a Purchase Price per Series in excess of the applicable Tender Cap for such series.
If the applicable Tender Cap for a series of Notes is reached in respect of tenders made at or prior to the applicable Early Tender Deadline, no Notes of such series tendered after the applicable Early Tender Deadline will be accepted for purchase.
If the Tender Offer for a series of Notes is not oversubscribed at the applicable Early Tender Deadline, but the purchase of all Notes of such series validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Time, when considered together with the Notes of such series that were validly tendered (and not validly withdrawn) for purchase as of the applicable Early Tender Deadline, would cause MEXCAT to accept Notes of a series for a Purchase Price per Series (which includes Accrued Interest and Additional Amounts, if any) in excess of the applicable Tender Cap for such series, then the Tender Offer for such series will be oversubscribed at the applicable Expiration Time and MEXCAT will, subject to the terms and conditions of the Tender Offers, (i) accept for purchase on the applicable Early Acceptance Date (or, if there is no Early Acceptance Date, promptly after the applicable Expiration Time), all the Notes of such series validly tendered and not validly withdrawn at or prior to the applicable Early Tender Deadline, and (ii) accept for purchase on the applicable Expiration Time, the Notes of such series tendered after the applicable Early Tender Deadline and at or prior to the Expiration Time, on a prorated basis, using a proration factor for such series of Notes such that MEXCAT will not accept for purchase Notes of a series for a Purchase Price per Series in excess of the applicable Tender Cap for such series.
MEXCAT may, in its sole discretion and subject to applicable law, increase any of the Tender Caps without extending the applicable Withdrawal Deadline or otherwise reinstating withdrawal rights.
All Notes not accepted as a result of proration or otherwise will be returned to tendering Holders at our expense promptly following the earlier of the applicable Early Acceptance Date, the applicable Expiration Time, as the case may be, or the date on which the applicable Tender Offer is withdrawn or terminated.
Notes of a series may be tendered only in principal amounts equal to minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. Holders who do not tender all of their Notes must ensure that they retain a principal amount of Notes amounting to at least the minimum denomination equal to US$200,000 and integral multiples of US$1,000 in excess thereof.
* * *
MEXCAT has engaged Barclays Capital Inc. and Santander US Capital Markets LLC to act as dealer managers for the Tender Offers (the “Dealer Managers“). Global Bondholder Services Corporation is acting as the depositary and information agent for the Tender Offers. Any questions or requests for assistance regarding the Tender Offers may be directed to Barclays Capital Inc. at Collect: +1 (212) 528-7581 and Toll-Free: +1 (800) 438-3242, and Santander US Capital Markets LLC at Collect: +1 (212) 940 1442 and Toll-Free: +1 (855) 404 3636. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal and related documents may be directed to Global Bondholder Services Corporation at +1 (212) 430-3774 (Banks and Brokers) and +1 (855) 654-2015 (Toll-free). The Offer to Purchase and certain documents incorporated by reference therein are available at the following website: https://gbsc-usa.com/mexcat/.
The Tender Offers are not being made to holders of Notes in any jurisdiction in which MEXCAT is aware that the making of the Tender Offers would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the respective Tender Offers will be deemed to be made on MEXCAT’s behalf by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL WITH RESPECT TO ANY SECURITIES. THE TENDER OFFERS ARE BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFERS WHICH HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
Neither the Offer to Purchase, the Letter of Transmittal nor any documents related to the Tender Offers have been filed with, nor have they 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 Offer to Purchase, the Letter of Transmittal or any documents related to the Tender Offers, 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. MEXCAT 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.
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SOURCE Mexico City Airport Trust (“MEXCAT”)
