International Airport Finance Initiates Consent Solicitation for 12% Senior Secured Notes to Optimize Financing Structure

International Airport Finance Initiates a Consent Solicitation

On October 29, 2025, International Airport Finance, S.A. (the "Issuer") revealed its plans to initiate a consent solicitation pertaining to its 12.000% Senior Secured Notes due 2033 (the "Notes"). This announcement signifies a strategic move to seek approvals from registered holders (the "Holders") of the Notes, thereby allowing the Issuer to navigate specific financial structures more efficiently.

Understanding the Consent Solicitation

The current Consent Solicitation process is outlined in the Issuer's official statement, dated October 29, 2025. Through this solicitation, the Issuer aims to obtain waivers related to certain stipulations in existing financial agreements, including the indenture dated March 14, 2019, and several associated agreements with Citibank, N.A., which serves as trustee, registrar, and collateral agent for the Notes.

The primary objective of this solicitation is to facilitate the Issuer's intent to redeem the Notes entirely using proceeds from forthcoming Concurrent Financings, which are also being organized. By streamlining the redemption process, the Issuer hopes to shorten the notification period from the standard 30 days to as little as three business days, thus enabling a swift financial maneuver.

Key Financial Adjustments Proposed

As part of the solicitation, the Issuer is seeking to secure consents for several critical waivers:
1. Minimum Redemption Notice - Altering the provision that currently requires a 30-day minimum notice to just three business days for redeeming the Notes.
2. Waivers from Trustee Notification - Changes to the term requiring any waiver requests to be filed at least 15 business days ahead of execution.
3. Establishment of Subsidiary Trust - This alteration would allow the Borrower to create a new Subsidiary Trust to optimize financial operations.
4. Flexibility in Loan Accounts - Modifications to existing agreements regulating the terms of how and when funds can be transferred to and from various accounts, allowing funds from Concurrent Ecuadorian Financing to be transferred more freely.
5. Permitted Refinancing Involvement - Adjustments to regulations governing the Borrower’s ability to incur new loans concurrently with financing activities.

In total, the seller's proposal is designed to create a more streamlined and flexible framework that allows for immediate redemption and better usage of financial resources, especially with the concurrent financing being organized for this purpose.

About Concurrent Financings

The Consent Solicitation is closely tied to upcoming financing transactions that are expected to include both U.S.-based and Ecuadorian-financed options. These Concurrent Financings aim to provide the necessary funds to fulfill the Issuer's commitments toward redeeming the Notes and discharging the indenture obligations.

Timeline and Requirements

The deadline for the Consent Solicitation is set for 5 PM, New York City time on November 4, 2025. This timeline may be subject to changes at the Issuer’s discretion. Holders must be aware that successful participation is contingent upon receiving consents from a majority of holders holding a specific nominal amount of the outstanding Notes, ultimately allowing for the anticipated financial adjustments to proceed smoothly.

Conclusion

In conclusion, International Airport Finance, S.A.’s move to commence a consent solicitation reflects a proactive approach to revising critical finance terms surrounding its 12.000% Senior Secured Notes. This strategic initiative not only showcases the firm's agility in financial management but also underscores its commitment to optimizing its financing structure for future growth. As the timeline progresses, it will be essential for all stakeholders involved to stay informed and make timely decisions regarding their consents, as the opportunities presented from this initiative have the potential to significantly influence the Issuer's operational capabilities moving forward.