EA Partners I, II set meetings to vote on extraordinary resolutions

By Wendy Van Sickle

Columbus, Ohio, Oct. 25 – EA Partners I BV and EA Partners II BV have set noteholder meetings for the purpose of voting on extraordinary resolutions proposed for each series of the notes, according to a filing with the London Stock Exchange.

For EA Partners I’s $700 million of 6 7/8% notes due 2020, a meeting will be held at 7 a.m. ET on Nov. 18 in London.

For EA Partners II’s $500 million of 6¾% notes due 2021, a meeting will be held at 6 a.m. ET on Nov. 18 in London.

The deadline for noteholders to deliver voting instructions is 7 a.m. ET on Nov. 14 for the 6 7/8% notes and 6 a.m. ET on Nov. 14 for the 6 7/8% notes.

At meetings held on Oct. 2 to vote on the extraordinary resolutions, holders of too few of the notes were represented to establish a quorum, which required representation of holders of at least a simple majority of the notes in each case.

In previous announcements, the issuers noted that on March 7, 2019 they released notices confirming that an event of default had occurred as a result of the issuers’ inability to pay the full interest due under the notes on March 1, 2019 as there were insufficient funds remaining in the liquidity pool due to the ongoing payment default by Air Berlin and Alitalia.

The full amount of interest due was also not paid on June 1.

A steering committee of holders of the notes was formed to consider and develop a consensual resolution of the issues surrounding EA I’s and EA II’s notes.

“The ability of the issuer to facilitate continued discussions and engagement with noteholders is dependent on the support from and advice of its legal advisers,” according to the Sept. 2 meeting notices.

“While the fees of issuer’s counsel have historically been paid from the operating expenses account, the operating expenses account has become depleted and no longer has sufficient funds to enable the issuer to continue to pay the legal fees and expenses of its counsel.”

The steering committee proposed that the counsel’s fees and expenses incurred from and including the day immediately following the date on which an extraordinary resolution is passed to March 31, 2020 be funded from the transaction account, to the extent of a shortfall in the operating expenses account, subject to a cap.

The steering committee also proposed a monthly retainer be paid to its own financial adviser from the transaction account, as well as its counsel’s fees, each subject to a cap.

Passing of the extraordinary resolution would have resulted in the counsel and financial adviser fees being paid in priority to payments of interest and principal under the notes, thereby reducing the amounts available to be paid to noteholders on interest payment dates and/or the maturity date.

EA Partners is an Amsterdam-based provider of air transportation services.

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