ICTSI, which operates 27 terminal facilities in 19 countries, and its subsidiary ICTSI Treasury exchanged US$178,885,000 of ICTSI’s US$450,000,000 7.375% notes due 2020 (the “2020 Notes”) for US$207,502,000 of ICTSI Treasury’s new notes due 2025 bearing an interest rate of 5.875% per annum (the “2025 Notes”). The 2025 Notes will be issued by ICTSI Treasury under its US$1,000,000,000 medium term note programme (the “MTN Programme”) and will be unconditionally and irrevocably guaranteed by ICTSI.
Concurrently with the exchange offer, ICTSI invited holders of the 2020 Notes to consent to modifications to the terms and conditions of the 2020 Notes to conform certain of these terms and conditions to the terms and conditions of the 2025 Notes and ICTSI Treasury’s US$400,000,000 4.625% guaranteed notes due 2023 issued under the MTN Programme. These modifications were duly approved at the noteholder meeting held on September 10, 2013.
The exchange offer allowed ICTSI to further its practice of prudent asset and liability management, by extending the maturity profile of its liabilities to better match the tenor of its port concessions and by managing its principal redemption profile. ICTSI’s port concessions have maturities through to 2044.
This liability management exercise is the first concurrent exchange and consent by a Philippine corporate, while the 2025 Notes represent the first 12-year senior unsecured US$ bond offering by a Philippine corporate.
ICTSI Vice President and Treasurer Rafael J. Consing Jr. remarked: “We are grateful for the support of the investor community. This transaction is strong proof of ICTSI’s commitment to prudent balance sheet management, cognizant of our long term concession assets worldwide. Against a backdrop of volatile markets, we are deeply appreciative of the warm reception to this transaction by our stakeholders, and very pleased to see ICTSI set another benchmark – this time in a liability management exercise by a Philippine corporate.”
Citigroup and Credit Suisse were Joint Dealer Managers and Solicitation Agents for the transaction.