Dominican Republic’s Itabo gets requisite consents for 7.95% notes

Chicago, Aug. 21 – Empresa Generadora de Electricidad Itabo SA (Itabo) announced the expiration of its consent solicitation and the receipt of requisite consents from noteholders of its $370 million of notes units, according to a press release on Thursday.

Itabo received consents from a majority of noteholders by the expiration time of 5 p.m. ET on Aug. 21.

At 6 p.m. ET Itabo and the trustee executed a supplemental indenture for the proposed waiver, explained below.

The consents relate to the $370 million of notes units which are broken down into $99 million of 7.95% senior notes due 2026 issued by Itabo and $270.1 million of 7.95% senior notes due 2026 co-issued by AES Andres BV and Dominican Power Partners and guaranteed by AES Andres DR, SA.

The notes units (ISINs: US00809YAB48, USN01008AB2) and each US$200,000 aggregate principal amount of notes units consist of $54,000 in aggregate principal amount of Itabo Notes and $146,000 in aggregate principal amount of Andres-DPP notes.

Background

Itabo was soliciting consent from noteholders to the proposed waiver to waive the requirement under the indenture for Itabo to begin an offer to purchase and make a change-of-control payment in connection with the sale of all of the equity of Coastal Itabo Ltd. (the owner of 100% of Itabo's class B shares, which represent 50% of the total number of Itabo's subscribed and paid in shares) to Inversiones Radiante SRL. The sale represents a transfer of all of AES Corp. 43% indirect ownership of Itabo.

Subject to the terms of the share purchase agreement and related agreements, AES Dominicana will continue to operate and manage Itabo for at least a three-year period following the consummation of the sale with an automatic renewal clause. Upon consummation of the sale, Grupo Linda will indirectly control Itabo through Inversiones Radiante, which will own 50% of Itabo's capital stock, the Dominican government will continue to own 49.97% and 0.03% will be continue to be owned by former employees of the Dominican Corp. of State Electricity Cos.

Consent details

The payment of the consent fee on the consent date is conditioned upon the consummation of the change-of-control transaction.

The consent fee is $5 for each $1,000 principal amount of notes units.

Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) is the solicitation agent.

Global Bondholder Services Corp. (866 470-4500, 212 430-3774) is the information and tabulation agent.

Citibank NA is the trustee on the notes.

Itabo is a thermo-electric generator in the Dominican Republic based in the Dominican Republic. The company is indirectly controlled by AES Corp.

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