The transactions included a $1 billion senior secured notes offering and a $1.1 billion exchange offer and consent solicitation

Davis Polk advised the initial purchasers in connection with a Rule 144A / Regulation S offering of $1 billion aggregate principal amount of Avianca Midco 2 PLC’s 9.625% senior secured notes due 2030 to redeem the outstanding 9.000% tranche A-2 senior secured notes due 2028 and repay the loans under the LifeMiles credit agreement.

Davis Polk also advised the dealer managers in connection with a Rule 144A / Regulation S par-for-par exchange offer by Avianca to exchange approximately $1.1 billion principal amount of its outstanding 9.000% tranche A-1 senior secured notes due 2028 for new 9.000% senior secured notes due 2028. We also advised the dealer managers on the related solicitation of consents from the holders of the existing notes to amend the indenture governing the existing notes. The new notes are unconditionally guaranteed by Avianca Group International Limited, as ultimate parent and parent guarantor, and certain subsidiaries of Avianca and are secured by, among other things, Avianca’s LifeMiles loyalty program and Avianca’s brand intellectual property.

Avianca is a leading group of airlines providing passenger air travel, loyalty and cargo services in South America, Central America, North America and Europe. With Avianca’s history dating back over 100 years, Avianca believes it is the world’s second-oldest air carrier currently in operation. Avianca is the leading airline in Colombia and Central America, operating over 700 daily scheduled flights to 76 destinations in South America, Central America, North America and Europe across 152 routes and provides access to over 195 countries through its Star Alliance partners.

The Davis Polk capital markets team included partners Hillary A. Coleman and Maurice Blanco and associates Marcos Sauquet Trias and Xi (Brooke) Zheng. The finance team included partner James A. Florack and counsel Adela Troconis. The intellectual property team included partner Frank Azzopardi and counsel Christopher C. Woller. Partner Dominic Foulkes and counsel Alon Gurfinkel provided tax advice. Members of the Davis Polk team are based in the New York and London offices.

 

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