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