Mexico City / CRWE PRESS RELEASE / June 17, 2016 - Empresas ICA, S.A.B. de C.V. (BMV and NYSE: ICA) announced today that it signed a secured convertible loan agreement for a total principal amount of US$215 million and a three-year term of maturity, through its subsidiaries Controladora de Operaciones de Infraestructura, S.A. de C.V. (“CONOISA”) and ICA Promoción e Infraestructura, S.A.P.I. (“ICAPI”, and together with CONOISA, the “Borrowers”), with Fintech Europe S.A.RL. (“Fintech”), as lender, and ICA acting as guarantor. The loan may be disbursed in two tranches of US$54 million and US$161 million subject to the satisfaction of certain conditions precedent. The net proceeds of the loan to ICA (after deducting fees and commissions) are expected to be approximately US$50.2 million and US$149.7 million, respectively, for each tranche.
The loan bears PIK interest at a rate of 16%, accruing and capitalizing monthly. The loan will be secured by pledges of ICA’s shares of its subsidiaries, Servicios de Tecnología Aeroportuaria, S.A. de C.V. (“SETA”), holder of control shares of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.; Desarrollo, Diseño, Infraestructura y Operación, S.A.P.I. de C.V. (“DDIO”), holder of prison infrastructure projects; Covimsa, S.A. de C.V. (“Covimsa”), holder of the Apaseo – Palmillas concession, as well as shares of other entities within ICA’s engineering and construction segment and a pledge of 100% of the shares of ICAPI and CONOISA, the holding company for all of ICA’s concessions. The loan is convertible, at the option of Fintech, into up to 32.02% of the shares of CONOISA and of ICAPI, or is payable in kind into up to 53.45% of the shares of Covimsa owned by CONOISA, 53.45% of the shares of SETA owned by CONOISA, 49.9% of the shares of DDIO owned by CONOISA, as well as shares of other entities within ICA’s engineering and construction segment, subject to certain conditions precedent.
The proceeds will be used to fund working capital and other investments required for the company to participate in new construction and future infrastructure projects.
This press release contains projections or other forward-looking statements related to ICA that reflect ICA’s current expectations or beliefs concerning future events. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include cancellations of significant construction projects included in backlog, material changes in the performance or terms of our concessions, additional costs incurred in projects under construction, failure to comply with covenants contained in our debt agreements, developments in legal proceedings, unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms, changes to our liquidity, economic and political conditions and government policies in Mexico or elsewhere, changes in capital markets in general that may affect policies or attitudes towards lending to Mexico or Mexican companies, changes in inflation rates, exchange rates, regulatory developments, customer demand, competition and tax and other laws affecting ICA’s businesses and other factors set forth in ICA’s most recent filing on Form 20-F and in any filing or submission ICA has made with the SEC subsequent to its most recent filing on Form 20-F. All forward-looking statements are based on information available to ICA on the date hereof, and ICA assumes no obligation to update such statements.
Empresas ICA, S.A.B. de C.V., carries out large-scale civil and industrial construction projects and operates a portfolio of long-term assets, including airports, toll roads, water systems, and real estate. Founded in 1947, ICA is listed on the Mexican and New York Stock exchanges. For more information, visithttp://ir.ica.mx/.
For more information, contact:
+(5255) 5272 9991 x 3607
Chief Financial Officer
In the US:
Daniel Wilson, Zemi Communications
+(1212) 689 9560
Source: Empresas ICA, S.A.B. de C.V.