Dominican Republic’s Itabo starts consent solicitation for 7.95% notes

Chicago, Aug. 13 – Empresa Generadora de Electricidad Itabo SA (Itabo) started a consent solicitation from noteholders of $370 million principal amount of notes units, according to a press release on Thursday.

The $370 million of notes units 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 is 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 solicitation will expire at 5 p.m. ET on Aug. 21.

The solicitation is conditional upon noteholders representing a majority of notes units giving consents.

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.

If requisite consents are not received prior to the consent date, the indenture will not be executed, the waiver will not become operative and the consent fee will not be paid.

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.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.