Peru’s Kallpa gets OK to avoid change-of-control offer for two issues

By Susanna Moon

Chicago, Dec. 8 – Kallpa Generacion SA, formerly known as Cerro del Aguila SA, said it obtained the needed consents to amend its 4 1/8% senior notes due 2027 and 4 7/8% senior notes due 2026.

Kallpa has executed a supplemental indenture to each notes indenture, which will become operative upon payment of the consent fee, according to a company announcement.

The consent solicitation ended at 5 p.m. ET on Dec. 7.

As announced Nov. 28, the proposed amendments were sought in connection with the sale by Inkia Energy Ltd. and one of its subsidiaries of substantially all of their assets, including 74.9% of the company's equity interests, to holding companies indirectly owned by funds managed by I Squared Capital Advisors (US) LLC and one or more minority co-investors.

The consent fee will be $2.50 in cash for each $1,000 principal amount.

Holders must be of record as of 5 p.m. ET on Nov. 27.

The company's indirect parent company, Inkia, and one of its subsidiaries inked a purchase agreement to sell substantially all of their Latin American and Caribbean businesses to Nautilus Inkia Holdings LLC for $1,177,000,000 plus excess proportionally consolidated group cash at closing above $49.9 million.

The sponsor plans to finance $150 million of the cash sale price with additional debt that is expected to be pari passu with Inkia's 5 7/8% senior notes due 2027. This debt may be refinanced concurrently with or immediately following closing of the acquisition.

The acquisition constitutes a change of control under each of the note indentures, which require the company to offer to purchase the notes at a cash purchase price equal to 101% if the change of control results in a ratings decline.

The company said it does not expect the acquisition to cause a ratings drop; however, it is asking for consents to amend the note provisions “to provide certainty that the sellers will be able to consummate the acquisition without the company being required to make such an offer.”

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147) is the solicitation agent. D.F. King & Co., Inc. (800 499-8541, 212 269-5550 or kallpa@dfking.com) is the information and tabulation agent.

Citibank, NA is the trustee.

The issuer is a Lima-based subsidiary of Israeli power generator IC Power Ltd.

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