新闻 August 11, 2021

Tocumen’s $1.855 Billion Senior Secured Notes Offering, Tender Offer and Consent Solicitation

Shearman & Sterling represented Aeropuerto Internacional de Tocumen, a Panamanian government-owned operator of the country’s principal international airport, in connection with the offering of $555 million principal amount of its 4.000 percent senior secured notes due 2041 and US$1.3 billion principal amount of its 5.125 percent senior secured notes due 2061. BofA Securities, Citigroup Global Markets and Banco General acted as initial purchasers for the offering.

Concurrent with the offering, Aeropuerto Internacional de Tocumen successfully conducted a tender offer for the purchase of its 5.625 percent senior secured notes due 2036 and 6.000 percent senior secured notes due 2048. In conjunction with the tender offer, the issuer solicited consents to effect certain amendments to the existing notes and the indenture governing the notes. On the early tender date, the issuer received valid tenders and consents from holders representing 92.18 percent of the aggregate principal amount of the existing notes. The amendments included, among others, the elimination of substantially all restrictive covenants and certain events of default in the indenture; a right to redeem the notes not tendered, during a clean-up period and the modification of provisions relating to the collateral in certain security documents. BofA Securities, and Citigroup Global Markets acted as dealer managers in connection with the tender offer and consent solicitation.

The proceeds from the offering of the notes were used, among other purposes, to finance the purchase of the existing notes pursuant to the tender offer and to repay the issuer’s outstanding bank indebtedness.

The Shearman & Sterling team below included Pedro de Elizalde.

The Team