Business Context and Reporting Period
This Form 6-K filing by Central North Airport Group (GACN) is dated January 19, 2007. The document serves as information prepared for an Extraordinary Shareholders Meeting scheduled for January 31, 2007. The filing outlines two primary agenda items: the refinancing of a credit facility held by a major shareholder and the establishment of a quarterly dividend payment schedule.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or margin data for the reporting period. Financial details are limited to debt and liquidity matters related to the shareholder Aeroinvest, S.A. de C.V.
- Existing Debt Facility: Aeroinvest holds a combined facility of approximately US$180 million (US$125 million Initial Facility and US$55 million Subsequent Facility) with WestLB AG.
- Proposed Refinancing Amount: Approximately Ps.2,600 million (payable in U.S. Dollars).
- Refinancing Term: Two series of notes, each with a term of 7.5 years.
- Dividend Policy: The fixed component of dividends is expected to be Ps.325 million per annum. The variable component depends on funds available in excess of the fixed amount.
Material Changes Versus Prior Period
The filing details a proposed refinancing of Aeroinvest's existing debt, which would replace the current WestLB AG facility. Key changes in covenants under the proposed refinancing compared to the existing facility include:
- Debt Incurrence: The cap on indebtedness incurred in the ordinary course of business for deferred purchase prices increases from US$4,000,000 (Initial Facility) to US$8,000,000.
- Liens: The new facility permits liens on GACN shares owned by Aeroinvest that are not part of the collateral, a provision not present in the Initial Facility.
- Dividends: The proposed refinancing removes restrictions on GACN's ability to pay dividends or make distributions, whereas the Existing Facility restricted dividends in kind without consent.
- Asset Sales: The cap on asset sales by Aeroinvest increases from US$1,000,000 to US$2,500,000 per fiscal year.
- Related Party Transactions: New exceptions are added for transactions approved by the audit committee (capped at Ps.50,000,000) or majority note holders.
Guidance, Outlook, and Risks
Management Commentary and Proposals:
- Refinancing Structure: The refinancing will be executed via a Mexican trust issuing two series of notes. GACN will not be a party to the refinancing documents and assumes no payment obligations.
- Collateral: The refinancing is secured by a pledge of Aeroinvest's Series "B" shares in GACN, assignment of economic rights to 74.5% of SETA's Series "A" shares, and corporate guarantees by Aeroinvest and EMICA.
- Dividend Schedule: Shareholders are asked to approve splitting annual dividend payments into four quarterly installments (July 15, October 15, January 15, and April 15).
Risks and Contingencies:
- The filing explicitly states it is not an offer to sell securities and the securities discussed are not registered under the Securities Act.
- Approval of the refinancing is required under Article 35 of GACN's bylaws because the indebtedness limits GACN's ability to make investments beyond those in the master plan.
Important Facts for Investor Verification
- Verify that GACN itself assumes no liability for the Aeroinvest refinancing, as the debt remains at the shareholder level.
- Confirm the final terms of the Ps.2,600 million refinancing facility, including interest rates and specific covenants, once the Extraordinary Shareholders Meeting concludes.
- Monitor the implementation of the new quarterly dividend schedule and the actual payout amounts relative to the Ps.325 million fixed component.
- Review the impact of the relaxed covenants (e.g., higher caps on asset sales and debt) on GACN's operational flexibility and capital expenditure plans.