#Peru #Senior Notes #consent solicitation #Terminales Paita #Piura

Terminales Portuarios Euroandinos Paita S.A. Initiates Consent Solicitation

On November 9, 2026, Terminales Portuarios Euroandinos Paita S.A. (hereafter referred to as the "Company") announced its commencement of a consent solicitation targeting holders of its 8.125% Series 2012-1 Senior TPE Secured Notes due in 2037. This move is aimed at obtaining consents for proposed amendments to the existing trust indenture governing these notes.

Overview of the Solicitation

The Company is soliciting consents related to two primary amendments: firstly, changes to the Collateral Trust Indenture established with Citibank N.A. and, secondly, permissions for the Peruvian Trustee to amend the associated payment and guarantee trust agreement. This solicitation serves a vital purpose, as it seeks to offer the Company increased operational flexibility to adapt to changing business conditions.

The key proposed amendments include:
1. Elimination of the Three-Year Capital Plan Requirement: This allows the Company to forego delivering a detailed capital plan to bondholders, granting it more operational agility.
2. Debt for Capital Expenditures: The Company aims to permit incurring debt for capital expenditures and reimbursement of letters of credit.
3. Quarterly Restricted Payments: Proposed allowance for specific restricted payments under defined conditions.
4. Adjustment to Debt Service Reserve: This includes provisions to credit the Debt Service Reserve Account with letters of credit instead of cash.
5. Additional Operational Costs: Permissions for incurring costs related to state-sponsored works in Peru.

As soon as the consents from holders representing a majority of the outstanding notes are received, the Company will execute a supplemental indenture and effect the necessary amendments to the Trust Agreement to implement these changes.

Consent Solicitation Timeline

The solicitation officially started on November 9, 2026, and is set to expire at 5:00 PM New York Time on November 13, 2026, unless extended. Holders of the notes as of 5:00 PM on November 6, 2026, known as the "Record Time," are eligible to participate in this solicitation. Each valid consent delivered by this time will entitle the holder to a fee of $5.00 per $1,000 principal amount of notes.

Stakeholder Considerations

It is crucial for the bondholders to carefully review the Consent Solicitation Statement, which provides comprehensive details on the terms and conditions of this solicitation. This statement is the primary source of information for all stakeholders involved and contains crucial disclosures that should be thoroughly examined prior to decision-making.

In initiating this solicitation, the Company's goal is to strike a balance between enhancing operational flexibility and meeting the requirements set forth by noteholders. The amendments will enable the company to navigate through its current operational landscape effectively.

About Terminales Portuarios Euroandinos Paita S.A.

The Company plays a pivotal role in Peru's maritime sector, operating and developing the Paita Terminal Port located in the Piura region. Governed by a Concession Agreement set in 2009, it serves critical shipping and logistics functions for the north and central regions of Peru. The firm is a joint venture, equally held by Tertir – Terminais de Portugal S.A. and DP World Logistics S.R.L.

As of the end of 2025, the port handled an impressive 414.6 thousand TEUs, with exports featuring fruits such as grapes, avocados, and blueberries dominating the cargo mix. The Company not only manages container cargo but also various other bulk cargo types, making it a vital player in the region's supply chain.

Conclusion

With the commencement of this consent solicitation, Terminales Portuarios Euroandinos Paita S.A. is looking to proactively manage its financial and operational strategies in a complex environment. Stakeholders now hold a critical role in shaping the Company's future by participating in this consent process.

For more detailed information, interested parties are encouraged to refer to the Consent Solicitation Statement or contact the appointed solicitation agent, Santander US Capital Markets LLC, for inquiries and assistance.