Kallpa Generación S.A. Announces Expiration Of Consent Solicitations And Receipt Of Requisite Consents For Its 4.125% Senior Notes Due 2027 And 4.875% Senior Notes Due 2026
LIMA, Perú, Dec. 7, 2017 /PRNewswire/ -- Kallpa Generación S.A., a Peruvian corporation (formerly known as Cerro del Águila S.A. ("CDA") and the successor to Kallpa Generación S.A. ("Kallpa"), which merged with and into CDA) (the "Company," "we" or "us"), announced today that it has received valid consents (the "Requisite Consents") from the holders of a majority in aggregate principal amount of each of its outstanding 4.125% Senior Notes due 2027 (the "2027 Notes") and 4.875% Senior Notes due 2026 (the "2026 Notes" and, together with the 2027 Notes, the "Notes") in connection with its previously announced solicitations (the "Solicitations") of consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to (i) the Indenture, dated as of August 16, 2017 (the "2027 Indenture"), by and between the Company, as issuer, and Citibank, N.A., as trustee, governing the Company's 2027 Notes and (ii) the Indenture, dated as of May 24, 2016, as amended by a First Supplemental Indenture and a Second Supplemental Indenture, each dated as of August 16, 2017 (collectively, the "2026 Indenture" and, together with the 2027 Indenture, the "Indentures"), by and between the Company (as successor to Kallpa), as issuer, and Citibank, N.A., as trustee, governing the Company's 2026 Notes, as set forth in the Consent Solicitation Statement (the "Statement") and the related Consent Form (the "Consent Form"), each dated as of November 28, 2017. Each Solicitation expired at 5:00 p.m., New York City time, on December 7, 2017 (the "Expiration Time").
The applicable Proposed Amendments will amend the applicable Indenture in connection with the sale (the "Acquisition") by Inkia Energy Limited ("Inkia"), an exempted company organized under the laws of Bermuda with operations in Latin America and the Caribbean, and one of Inkia's subsidiaries of substantially all of their assets, including 74.9% of the Company's equity interests, to holding companies indirectly owned by certain funds managed by I Squared Capital Advisors (US) LLC and one or more minority co-investors (collectively, the "Sponsor").
The Company has executed a supplemental indenture to each Indenture that contains the applicable Proposed Amendments, which Proposed Amendments will become operative upon the satisfaction or waiver of all conditions to the applicable Solicitation and the payment of the applicable Consent Fee.
In the event that each of the conditions to the applicable Solicitation described in the Statement is satisfied or waived by the Company, the Company will pay (i) to each holder of record (each such holder, a "2027 Holder") of the 2027 Notes as of 5:00 p.m., New York City time, on November 27, 2017, who delivered a valid Consent in respect of 2027 Notes at or prior to the Expiration Time (and did not revoke such Consent prior to the applicable revocation time), $2.50 in cash for each $1,000 principal amount of 2027 Notes (the "2027 Consent Fee") and (ii) to each holder of record (each such holder, a "2026 Holder" and, together with the 2027 Holders, the "Holders") of the 2026 Notes as of 5:00 p.m., New York City time, on November 27, 2017, who delivered a valid Consent in respect of 2026 Notes at or prior to the Expiration Time (and did not revoke such Consent prior to the applicable revocation time), $2.50 in cash for each $1,000 principal amount of 2026 Notes (the "2026 Consent Fee" and, together with the 2027 Consent Fee, the "Consent Fees"). Upon satisfaction or waiver of the conditions to the Solicitations, the Company will pay the Consent Fees as promptly as practicable on the closing date of the Acquisition and immediately prior to such closing. Holders of Notes who delivered Consents but validly revoked and did not redeliver their Consents in accordance with the Statement or delivered their Consents after the Expiration Time will not receive the applicable Consent Fee. Subject to applicable law, either or both of the Solicitations may be abandoned or terminated for any reason at any time, including prior to the applicable Proposed Amendments becoming operative, in which case any applicable Consents received will be voided and no applicable Consent Fee will be paid to any applicable Holders.
The Company engaged Credit Suisse Securities (USA) LLC to act as Solicitation Agent and D.F. King & Co., Inc. to act as Information and Tabulation Agent for the Solicitations. Questions regarding the Solicitations may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect). Requests for documents relating to the Solicitations may be directed to D.F. King & Co., Inc. at (800) 499-8541 (toll-free), (212) 269-5550 (banks and brokers) or email at email@example.com.
This press release is for informational purposes only and the Solicitations were only made pursuant to the terms of the Statement and the related Consent Form. The Solicitations were not made to, and Consents were not solicited from, Holders of Notes in any jurisdiction in which it was unlawful to make such Solicitations or grant such Consents. None of the Company, the trustees for the Notes, the Solicitation Agent or the Information and Tabulation Agent made any recommendation as to whether or not Holders should have delivered Consents.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
On August 16, 2017, Kallpa Generación S.A. merged with and into CDA, with the Company as the surviving entity. In September 2017, CDA was renamed Kallpa Generación S.A. The Company is a leading owner, developer and operator of power generation facilities in Peru with 1,618 megawatts ("MW") of installed capacity. The Company owns and operates the largest private hydroelectric power plant in Peru in terms of installed capacity, with an installed capacity of 555 MW. The hydroelectric power plant has three generating turbines and consists of a dam, a powerhouse for the turbines, a six-kilometer headrace tunnel, a 10 MW mini-hydro and a 17-kilometer transmission line that operates on the Mantaro River, located in Huancavelica in central Peru. This power plant is located 16 kilometers downstream from Peru's largest hydroelectric complex, formed by the Mantaro and the Restitución hydroelectric plants, with a combined installed capacity of 1,008 MW, and the Junin water reservoir, which is the second largest in Peru. The complex has an extensive track record of solid performance with more than 40 years of operations and a constant generation above 6,500 GWh per year for the past 10 years, according to the Committee for the Economic Operation of the System ("COES").
In addition, the Company owns and operates two thermoelectric power plants in Peru, both utilizing natural gas for their operations. The first unit, Kallpa I, reached its commercial operation date in June 2007, and the Company thereafter completed the conversion of its three natural gas-powered open-cycle generation turbines (Kallpa I, II, and III) into combined-cycle by adding a 292 MW steam turbine (Kallpa IV) in August 2012 (collectively, the "Kallpa plant"). Compared to other thermal plants, the Kallpa plant's combined-cycle was one of the most efficient in Peru in terms of heat rate in 2016, according to the COES. As of December 31, 2016, the Kallpa combined-cycle plant had an installed capacity of 870 MW, the largest thermoelectric plant in Peru, representing approximately 7% of the total capacity in Peru. Additionally, in April 2014, the Company acquired a 193 MW open cycle natural gas-fired plant that is located nearby the Kallpa plant.
As of December 31, 2016, the Company's total installed capacity was 1,618 MW, representing approximately 13% of the total installed capacity in Peru. As a result of the Company's efficiency and low cost of operations, it has a strong competitive position in the Peruvian market, with approximately 14% of market share in terms of energy dispatched during 2016.
The Company is a corporation (sociedad anónima) organized under the laws of Peru with its registered address at Av. Santo Toribio No.115, Of. 701, San Isidro, Lima, Peru. The Company's primary internet address is http://www.kallpageneracion.com.pe. The Company's internet website and the information contained therein or connected thereto are not incorporated herein.
The Sponsor is an independent global infrastructure investment manager with approximately U.S.$9.4 billion in assets under management. The Sponsor has extensive experience and expertise in developing and operating energy and utility businesses and provides managerial expertise and technical support. The Sponsor has invested, and in some cases co-invested (with third parties, including investors in certain investment funds managed by the Sponsor), assets in Latin America, Asia, Europe and the United States with greater than 4,500 MW of installed capacity from hydropower and thermal generation, 740 km of transmission lines and natural gas processing facilities.
This communication and statements made from time to time, other than historical facts, by us and our representatives constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. In addition, the forward-looking statements represent the Company's views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, whether as a result of new information, future events or other occurrences. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date hereof.
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