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Section 1: 6-K (FORM 6-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20546

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April, 2020

 

Commission File Number: 001-38354

 

 

 

Corporación América Airports S.A.

(Name of Registrant)

 

4, rue de la Grêve
L-1643, Luxembourg
Tel: +35226258274
Fax: +35226259776

(Address of Principal Executive Office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x      Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

On April 29, 2020, Aeropuertos Argentina 2000 S.A. (“AA2000”), a subsidiary of Corporación América Airports S.A. (“CAAP”), entered into a framework agreement (“Framework Agreement”) with the branch of Citibank established in the Republic of Argentina (“Citibank Argentina”), Industrial and Commercial Bank of China (Argentina) S.A. (“ICBC”), Banco Galicia, Buenos Aires S.A.U. (“Banco Galicia”) and Banco Santander Río S.A. (“Banco Santander”), in order to, among other things, effectively defer principal payments due under: (a) the onshore credit facility agreement, dated August 9, 2019, by and among AA2000, as borrower, Banco Galicia, ICBC and Banco Santander, as lenders, Citibank N.A. (“Citibank”), as administrative agent and Citibank Argentina, as local collateral agent, local disbursement agent and local paying agent, for an aggregate principal amount of U.S.$85 million and (b) the offshore credit facility agreement, dated August 9, 2019, by and among AA2000, as borrower, Citibank acting through its international banking facility, as lender, Citibank, as administrative agent and Citibank Argentina as local collateral agent and local custodian agent for an aggregate principal amount of U.S.$35 million (collectively, the “2019 Credit Facilities”). The Framework Agreement effectively defers payments of principal due by AA2000 under the 2019 Credit Facilities on August 19, 2020 and November 19, 2020, each of which amounts to U.S.$13.3 million. Such deferred amounts will be effectively payable by AA2000 in quarterly installments beginning in September 2021 and ending in June 2022.

 

With the execution of the Framework Agreement, the 2019 Credit Facilities Amendment Condition (as defined in the Exchange Offer Memorandum) provided in AA2000’s exchange offer memorandum dated April 21, 2020 (as amended and supplemented through the date hereof, the "Exchange Offer Memorandum") has been satisfied.

 

In connection with the Framework Agreement, AA2000 filed a relevant fact notice (hecho relevante) with the Argentine Securities and Exchange Commission (Comisión Nacional de Valores), Bolsas y Mercados Argentinos S.A. and Mercado Abierto Electrónico S.A. in Argentina. Exhibit 99.1 to this Form 6-K contains a free translation of such relevant fact notice filed in Argentina.

 

This Form 6-K is hereby incorporated by reference into the Exchange Offer Memorandum.

 

 

 

 

 

Exhibit

 

Exhibit No. Description
99.1 Free translation into English of the relevant fact notice filed by Aeropuertos Argentina 2000 S.A. with the Argentine Securities and Exchange Commission (Comisión Nacional de Valores), Bolsas y Mercados Argentinos S.A. and Mercado Abierto Electrónico S.A. in Argentina.

 

 

 

 

 

SIGNATURES

  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Corporación América Airports S.A.  
       
       
  By: /s/ Andres Zenarruza  
  Name: Andres Zenarruza  
  Title: Head of Legal  
       
       
  By: /s/ Raúl Guillermo Francos  
  Name: Raúl Guillermo Francos  
  Title: Chief Financial Officer  

 

Date: April 30, 2020

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

EXHIBIT 99.1

 

RELEVANT FACT NOTICE

CONDITION TO AMEND THE 2019 CREDIT FACILITIES

 

On April 29, 2020, Aeropuertos Argentina 2000 S.A. (the “Company”) entered into a framework agreement (the “Framework Agreement”) with Citibank N.A., Industrial and Commercial Bank of China (Argentina) S.A., Banco Galicia, Buenos Aires S.A.U. and Banco Santander Río S.A. (collectively, the “Lenders”) in order to defer or refinance amounts due under: (a) the onshore credit facility agreement, dated August 9, 2019, for a total amount of U.S.$85 million; and (b) the offshore credit facility agreement for a total amount of U.S.$35 million (collectively, the “2019 Credit Facilities”).

 

The amendments to the 2019 Credit Facilities will consist of, among other things, the deferral or refinancing of the payments of principal under the 2019 Credit Facilities maturing in August and November 2020, through one of the financing alternatives provided in the Framework Agreement (the “Transaction”).

 

The Transaction will be subject to the following conditions precedent: (i) the exchange offer the Company has currently made to holders of its 6.875% Senior Secured Notes due 2027 (the “Existing Notes”) is consummated with an acceptance rate greater than 75% of the aggregate principal amount of the outstanding Existing Notes, and that the exchange of the Existing Notes is consummated under substantially similar terms as those set forth in the Exchange Offer Memorandum, as defined below, at the date of the Framework Agreement, and (ii) that the documentation reflecting the terms and conditions of the Transaction be executed.

 

Likewise, the Framework Agreement contemplates the commitment of the Lenders to grant the Company the corresponding waivers with respect to covenants and events of default contained in the 2019 Credit Facilities.

 

In accordance with the foregoing, we inform you that the 2019 Credit Facilities Amendment Condition (as defined in the Exchange Offer Memorandum) provided in AA2000’s exchange offer memorandum dated April 21, 2020 (as amended, the "Exchange Offer Memorandum") has been satisfied. Capitalized terms not defined herein shall have the meanings set forth in the Exchange Offer Memorandum.

 

 

 

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