#Colombia #Bogota #Exchange Offer #Senior Secured Notes #Avianca Group

Avianca Group's New Developments in Exchange Offer for 2028 Notes

Avianca Group International Limited has made a significant announcement that is likely to impact its financial landscape. As of January 27, 2025, the company has introduced a supplement to its Exchange Offer and Consent Solicitation Memorandum. This update pertains specifically to its outstanding 9.000% Tranche A-1 Senior Secured Notes, which are due in 2028. Through its subsidiary, Avianca Midco 2 PLC, the airline is executing a strategy designed to facilitate its capital management efforts while also seeking consent from holders of its existing debt to amend certain provisions within the relevant indenture.

Understanding the Exchange Offer

The existing offer enables investors holding the current 9.000% Tranche A-1 Senior Secured Notes to exchange these for newly issued notes with the same interest rate and maturity date. This Exchange Offer and the accompanying Consent Solicitation are structured as a means to secure improvements to the terms governing the existing notes. While the base offer was initially outlined on January 14, 2025, it underwent a first amendment by the Supplement No. 1 on January 21, 2025, and now receives its latest enhancement through the introduction of Supplement No. 2.

The essence of the second supplement primarily revolves around refining specific terms regarding the New Notes. However, it's important to note that most core aspects of the Exchange Offer remain unchanged, including critical dates and values associated with participation.

Key Features and Conditions

• - Existing Notes: Holders are being offered an opportunity to exchange their notes for New Notes on equivalent terms.
• - Supplemental Changes: Supplement No. 2 clarifies and adjusts certain terms of the New Notes as per the audience and market needs.
• - No Additional Actions Required: Current holders who have already tendered their Existing Notes will not need to re-tender them or engage in new procedures as a result of this latest supplement.

The Exchange Offer is structured particularly as a private transaction, aimed at qualified institutional buyers (QIBs) as defined under U.S. Securities regulations. In addition, it extends its reach to non-U.S. persons in offshore transactions compliant with Regulation S.

Confidential and Exclusive Information

It's crucial for Eligible Holders, who wish to partake in this Exchange Offer, to submit a completed electronic Eligibility Letter. This step will grant access to detailed documents, including the Supplement No. 2. However, holders must understand that the New Notes are not registered under the U.S. Securities Act, which restricts their sale unless an appropriate exemption is availed.

Avianca has enlisted Deutsche Bank Securities Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC as primary dealer managers for conducting this offering. Their role is pivotal in navigating the complexities of securities compliance and ensuring smooth communication between Avianca and its investors.

For more specific inquiries about the Exchange Offer and the details within the Supplements, stakeholders can reach out to D.F. King & Co. as the designated information and exchange agent.

Final Thoughts

In conclusion, Avianca Group's recent moves to bolster its capitalization strategies reflect its proactive approach in navigating the complexities of the current financial climate. This amended offer not only demonstrates management's keen oversight but also emphasizes Avianca's commitment to transparency and investor relations as it seeks to adapt and thrive in a competitive market. Stakeholders are urged to carefully review all relevant documents and make informed decisions as the company embarks on this nuanced financial journey.