AES El Salvador’s Liability Management Transaction

Clifford Chance advised J.P. Morgan Securities LLC as dealer manager and solicitation agent, in connection with a tender offer and consent solicitation by AES El Salvador Trust II bis (the Issuer), a trust formed under New York state law.

Pursuant to the tender offer and consent solicitation, the Issuer: (i) offered to purchase for cash any and all of its 6.750% Senior Guaranteed Notes due 2023 (the Notes), and (ii) solicited consent from note holders to certain proposed amendments to the indenture governing the Notes, including shortening the minimum notice period for any redemption of the Notes by the Issuer.

The tender offer and consent solicitation were subject to customary conditions including a financing condition. As of the expiration date, US$285,462,000 aggregate principal amount of the Notes was tendered in the tender offer with the corresponding consents delivered in the consent solicitation, representing 92.08% of the outstanding Notes.

The firm also advised Banca de Inversión Bancolombia S.A. and Banco Agrícola, S.A. as mandated lead arrangers and bookrunners, and other lenders, in connection with a US$348 million facility provided to certain AES subsidiaries operating in El Salvador. The proceeds of the financing facility were used by AES El Salvador to purchase the Notes tendered and to redeem the Notes that remained outstanding following the settlement of the tender offer and consent solicitation.

The Clifford Chance team advising on the tender offer and consent solicitation included GFM partner Hugo Triaca (Picture), associate Emely Luna and attorney David Rondon. The team advising on the financing included partner Jessica Springsteen, counsel Alberto Haito and law clerk Joyce Moore. Partner Avrohom Gelber advised on tax aspects of the transaction.

Involved fees earner: Avrohom Gelber – Clifford Chance; Alberto Haito – Clifford Chance; Joyce Moore Murphy – Clifford Chance; David Rondón – Clifford Chance; Jessica Springsteen – Clifford Chance; Hugo Triaca – Clifford Chance;

Law Firms: Clifford Chance;

Clients: Banco Agricola S.A.; Bancolombia; JP Morgan Securities;

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Author: Ambrogio Visconti