PIURA, Peru, Nov. 9, 2026 /PRNewswire/ — Terminales Portuarios Euroandinos Paita S.A. (the “Company”) announced today that it is soliciting consents (the “Consents”) from the holders of its 8.125% Series 2012-1 Senior TPE Secured Notes due 2037 (the “Notes”) with respect to (i) the adoption of certain proposed amendments (the “Proposed Amendments”) to the Collateral Trust Indenture, dated as of April 11, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Indenture”), by and between the Company and Citibank N.A., as collateral indenture trustee (the “Indenture Trustee”), Securities Intermediary, Paying Agent and Transfer Agent and (ii) to direct the Indenture Trustee to consent to Citibank del Perú S.A. (the “Peruvian Trustee”) amending that certain payment and guarantee trust agreement (Contrato de Fideicomiso no Discrecional en Administración y Garantía), dated as of April 13, 2012 (the “Trust Agreement”), by and between the Company and the Peruvian Trustee, as trustee (the “Consent Solicitation”).
The table below summarizes certain terms of the Consent Solicitation and the Notes (the “Original Principal Amount”):
|
Title |
CUSIP / ISIN |
Original Principal Amount |
Aggregate Principal Amount Outstanding(1) |
Consent Fee(2) |
|
8.125% Series 2012-1 Senior TPE Secured Notes due 2037 |
880868AA2 (144A); P91308AA7 (Reg S) / US880868AA20 (144A); USP91308AA74 (Reg S) |
U.S.$110,025,000 |
U.S.$91,025,000 |
U.S.$5.00 |
______________
(1) The aggregate principal amount of the Notes outstanding following the application of a scaling factor of 0.82731198 to account for amortization payments made pursuant to the Indenture and the terms of the Notes (the “Scaling Factor”).
(2) The Consent Fee for the Consent Solicitation is an amount per U.S.$1,000 principal amount of the Notes for which the Holders have validly delivered (and not validly revoked) Consents to the Proposed Amendments on or prior to the Expiration Time, provided that the Consent Fee will be paid following the application of the Scaling Factor.
The Company is seeking the Consents to the Proposed Amendments to provide the Company certain operational flexibility given the operating state of the Project, including, among other things, to: (1) eliminate the requirements to deliver to Holders its Three-Year Capital Plan, (2) permit the incurrence of a limited amount of Debt for Capital Expenditures and reimbursement of letters of credit, (3) permit quarterly Restricted Payments subject to certain conditions, (4) permit incurrence of certain costs to carry out works under the Peruvian Obras por Impuestos regime, (5) permit the Debt Service Reserve Account to be credited with permitted letters of credit in lieu of cash, (6) permit the O&M Reserve Account to be credited with permitted letters of credit in lieu of cash and (7) remove the requirement to have and maintain certain other accounts.
Holders of the Notes are referred to the consent solicitation statement of the Company, dated November 9, 2026, (the “Consent Solicitation Statement”) for the detailed terms and conditions of the Consent Solicitation. The Consent Solicitation was commenced today and will expire at 5:00 p.m. (New York City time) on November 13, 2026, unless extended or earlier terminated by the Company (the “Expiration Time”). The Consent Solicitation is made solely by means of the Consent Solicitation Statement. The Consent Solicitation Statement contains important information that holders of Notes should carefully read before any decision is made with respect to the Consent Solicitation.
Only holders of the Notes as of 5:00 p.m. (New York City time) on November 6, 2026 (the “Record Time”) are entitled to consent to the Proposed Amendments pursuant to the Consent Solicitation Statement. In order to implement the Proposed Amendments, (i) a supplemental indenture to the Indenture will be entered into (the “Supplemental Indenture”) and (ii) an amendment to the Trust Agreement will be entered into (the “Amendment to the Trust Agreement”). If the Supplemental Indenture and the Amendment to the Trust Agreement are executed and the other terms and conditions set forth in the Consent Solicitation Statement are satisfied or waived, then holders of the Notes as of the Record Time will receive a cash payment equal to U.S.$5.00 per U.S. $1,000 principal amount of Notes for which such holder has validly delivered (and not validly revoked) Consents to the Proposed Amendments prior to the Expiration Time. Holders will be permitted to revoke Consents at any time prior to (but not after) the earlier of (i) the first time and date on which the Requisite Consents (as defined below) are received and (ii) 5:00 p.m. (New York City time) on November 13, 2026, unless extended by the Company.
In order to approve the Proposed Amendments, DTC Participants and holders as of the Record Time must validly deliver Consents representing a majority in aggregate principal amount of the outstanding Notes not held by the Company or any of its affiliates (the “Requisite Consents”).
The Company’s obligation to accept, and pay for, Consents validly delivered and not revoked is conditioned upon satisfaction of certain conditions as described in the Consent Solicitation Statement, including the receipt of the Requisite Consents. The Company may, in its sole discretion, terminate the Consent Solicitation, allow the Consent Solicitation to lapse, extend the Consent Solicitation and continue soliciting Consents pursuant to the Consent Solicitation or otherwise amend the terms of the Consent Solicitation, including the waiver of any or all of the conditions set forth in the Consent Solicitation.
The Company has retained Santander US Capital Markets LLC as solicitation agent (the “Solicitation Agent”).
Any questions or requests for assistance or for copies of the Consent Solicitation Statement or related documents may be directed to the Information and Tabulation Agent at its telephone numbers or e-mail address set forth below. A holder of Notes as of the Record Time also may contact the Solicitation Agent, at its telephone numbers or e-mail address set forth below, or such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.
THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY PROPOSED AMENDMENTS. NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF THE NOTES SHOULD CONSENT TO THE PROPOSED AMENDMENTS.
About the Company
The Company operates, maintains and develops the Paita Terminal Port in the region of Piura, Peru. The Company’s operations are carried out pursuant to the Concession Agreement, dated September 9, 2009 (as amended, modified or supplemented from time to time), between the Company and the Peruvian National Ports Authority. The Company is owned (i) 50% by Tertir – Terminais de Portugal S.A., a subsidiary of Yilport Iberia S.A. (part of the Yildirim Group), and (ii) 50% by DP World Logistics S.R.L., a subsidiary of DP World Amer FZE (part of the DP World Group).
The Company’s work impacts the northern to the central regions of Peru, covering coastal, highland, and jungle areas, with potential for the development of cabotage operations connecting with other ports in the country. As of December 31, 2025, the Company handled approximately 414.6 thousand “TEUs”, with key export products including grapes, blueberries, avocados, mangoes, and hydrobiological products. Additionally, the Company handled approximately 845.6 thousand metric tons of other cargo, including break bulk cargo, such as grapes, steel bars, magnesium sulfate, and calcium nitrate; dry bulk cargo, such as urea, ammonium sulfate, wheat, soybeans, and corn; and liquid bulk cargo, such as ethanol.
The Company’s registered address is Jr. Ferrocarril 127, District and Province of Paita, Department of Piura, Peru.
Forward-Looking Statements
This press release contains statements that are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements included in this press release. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of their dates. The Company disclaims any obligation or undertaking to update publicly or revise any forward-looking statement contained in this press release, whether as a result of new information, future events or otherwise. Future events or circumstances could cause actual results to differ materially from historical results or those anticipated.
The Solicitation Agent for the Consent Solicitation is:
Santander US Capital Markets LLC
Toll-Free: +1 (855) 404-3636
Collect: +1 (212) 350-0660
Email: AmericasLM@santander.us
The Information and Tabulation Agent for the Consent Solicitation is:
S&P Global Inc.
Banks and Brokers call: +1 (212) 849-3880
All others call toll-free: +1 (888) 593-9546
E-mail: consentoffer@spglobal.com
View original content:SOURCE Terminales Portuarios Euroandinos Paita S.A.
