Business Context and Reporting Period
This Form 6-K filing by Grupo Aval Acciones y Valores S.A. covers the period ending February 22, 2022. The filing reports on the expiration of a consent solicitation regarding two series of senior notes issued by its wholly-owned subsidiary, Grupo Aval Limited. The primary objective was to amend indentures to facilitate a corporate spinoff of 75% of the share capital in BAC Holding International Corp. (BHI) to shareholders of Grupo Aval and Banco de Bogotá S.A.
Key Financial Metrics and Debt Structure
The filing focuses on debt restructuring rather than operational financial performance. No revenue, profit, cash flow, or margin data is provided in this document.
| Security Series | Outstanding Principal | Principal with Valid Consents | Consent Fee (per $1,000) |
|---|---|---|---|
| 4.750% Senior Notes due 2022 | U.S.$1,000,000,000 | U.S.$572,946,000 | U.S.$2.00 |
| 4.375% Senior Notes due 2030 | U.S.$1,000,000,000 | U.S.$546,789,000 | U.S.$7.00 |
The Issuer expects to pay consent fees on February 23, 2022, to holders who delivered valid, unrevoked consents. No accrued interest will be paid on these fees.
Material Changes and Transaction Status
The consent solicitation expired on February 18, 2022. The Issuer successfully received requisite consents from holders representing a majority of the aggregate principal amount for both note series. Consequently, the Issuer has waived remaining regulatory approval conditions. Supplemental indentures will be executed on the settlement date to effect the proposed amendments, which will bind all holders regardless of whether they consented.
Outlook, Risks, and Management Commentary
Management commentary is limited to the procedural success of the consent solicitation and the upcoming spinoff transaction. The filing includes standard forward-looking statements warning that actual results may differ materially from projections due to risks and uncertainties. No specific financial guidance or outlook for future periods is provided in this text.
Key Facts for Investor Verification
- Verify the execution of Supplemental Indentures on February 23, 2022, to confirm the legal effect of the amendments.
- Confirm the payment of consent fees to eligible holders via The Depository Trust Company (DTC).
- Monitor the progress of the spinoff of 75% of BAC Holding International Corp. (BHI) to shareholders.
- Note that approximately 43% of the 2022 Notes and 45% of the 2030 Notes did not receive consent fees, indicating a portion of holders did not consent or revoked consent.
- Review the full Consent Solicitation Statement for detailed terms, as this filing is qualified by that document.