Ecuador Social Bond S.à r.l Announces Successful Results of its Consent Solicitation
LUXEMBOURG, Feb. 19, 2021 /PRNewswire/ -- Ecuador Social Bond S.à r.l (the "Company") announced today that it has received the Requisite Consents (as defined below) from holders ("Holders") of the 2.60% Class A Social Notes due 2035 (the "Class A Notes") and the Zero Coupon Class B Social Notes due 2035 (the "Class B Notes"; together with the Class A Notes, individually, a "Note" and collectively, the "Notes"), in each case issued pursuant to the trust indenture dated as of January 30, 2020 (the "Indenture"), in connection with its consent solicitation announced on February 11, 2021 (the "Consent Solicitation"). The terms and conditions of the Consent Solicitation are set forth in the consent solicitation statement dated February 11, 2021 (as amended, the "Consent Solicitation Statement"). Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Consent Solicitation Statement.
The Consent Solicitation was made in connection with the proposed Modifications set out in the amended and restated indenture which is attached as Exhibit A to the Consent Solicitation Statement (the "Amended and Restated Indenture"). Pursuant to the Indenture, the Company may not reduce the amounts due under the Notes without the consent of the Majority Holders and the consent of each affected Holder (the "Class A Requisite Consents"). We therefore may not reduce the amounts due under the Class A Notes, as is proposed, without first obtaining the Class A Requisite Consents. Further, the Company may not make the modifications required to the Indenture to issue the Class A2 Notes without the consent of the Majority Holders (the "Class A2 Requisite Consents" and, together with the Class A Requisite Consents, the "Requisite Consents").
The Consent Solicitation expired at 5:00 p.m., Central European Summer Time (11:00 a.m., New York City time), on February 17, 2021. The "Note Balance" outstanding for each series of Notes and for which consents were given are set forth in the table below.
Description |
Note Balance |
Consented |
% Consented |
Class A Notes |
230,961,000 |
230,961,000 |
100% |
Class B Notes |
169,039,000 |
110,137,660 |
65.16% |
Total |
400,000,000 |
341,098,660 |
85.27% |
No consent fee will be paid to Holders of Notes in connection with the Consent Solicitation.
Having received the Requisite Consents, the Company is authorized to amend the terms of the Class A Notes and the Indenture to (i) reduce the coupon on the Class A Notes from 2.60% per annum (the "Original Class A Notes Coupon") to 2.25% per annum (the "Modified Class A Notes Coupon"); and (ii) issue a new series of interest only notes (the "Class A2 Notes") paying an amount per annum equal to (x) the Original Class A Notes Coupon, minus (y) the Modified Class A Notes Coupon.
The Modified Class A Notes Coupon was determined after the Expiration Time by the Holders of the Class A Notes in the manner described in the Consent Solicitation Statement.
Identifiers for the Notes consist of ISINs:
- Class A Notes: XS2106052827 / XS2106052405; and
- Class B Notes: XS2106053635 / XS2106053551.
This announcement is for informational purposes only and is not a solicitation of consents of any Holders of Notes. We had not registered the Consent Solicitation or the Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The Consents were not solicited in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Consents were solicited only from holders of Class A Notes that are non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act and for from holders of Class B Notes that are (1) "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") or (2) non-U.S. persons outside the United States, in compliance with Regulation S under the Securities Act.
In connection with this Consent Solicitation Global Bondholder Services Corporation has acted as Information and Tabulation Agent (the "Information and Tabulation Agent").
None of the Company , the trustee of the Indenture, the Information and Tabulation Agent, or any of their respective directors, employees, affiliates, agents or representatives made any recommendation as to whether Holders should deliver Consents pursuant to the Consent Solicitation, and no one had been authorized by any of them to make such a recommendation.
The Consent Solicitation Statement is available from the Information and Tabulation Agent.
The Information and Tabulation Agent for the Consent Solicitation
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (866)-470-3800
By facsimile:
(212) 430-3775/3779
Confirmation:
(212) 430-3774
Email: [email protected]
If you have any questions about the Consent Solicitation, you should contact Global Bondholder Services Corporation at the address and telephone numbers above. Requests for copies of the Consent Solicitation Statement may be directed to the Information and Tabulation Agent.
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Ecuador Social Bond S.à r.l.
c/o TMF Luxembourg S.A.
46A, Avenue J.F. Kennedy,
L-1855 Luxembourg
Tel: +352 42 71 711
Attention: the Board of Managers
SOURCE Ecuador Social Bond S.à r.l
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