Stoneway Capital Corporation and mezzanine lenders enter into amended and restated restructuring support agreement with ad hoc group of noteholders to effect restructuring of existing notes

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NEW YORK, March 15, 2021 /PRNewswire/ — Stoneway Capital Corporation (“stone path“, and with its subsidiaries and parent entities, the “Society“) and an ad hoc group of Noteholders (the “Consenting Holders“) holding a substantial majority of 10.000% senior covered bonds due 2027 (the “Existing notes“) issued by Stoneway have agreed to amend and restate the previously disclosed Restructuring Support Agreement, dated September 21, 2020, as amended on November 20, 2020 (with the Restructuring Term Sheet appended hereto, the “Existing restructuring support agreement“), entered into as part of the restructuring operation proposed by the Company (the “Transaction“) to be implemented pursuant to a plan of business arrangement (as amended and from time to time amended, the “Plan“) under the Canada Business Corporations Act (“CBCA“).

The restructuring support agreement

The terms and conditions of the existing Restructuring Support Agreement have been amended and restated pursuant to an Amended and Restated Restructuring Support Agreement (the “Amended and Updated Restructuring Support Agreement“) to reflect the following changes:

  • The Voting Deadline, Plan Approval Date and Restructuring Effective Date (each, as defined in the Amended and Restated Restructuring Support Agreement) have been amended as follows :
    • Voting deadline: (x) March 31, 2021 or (y) if applicable, in accordance with an Implementation Schedule (as defined in the Amended and Restated Restructuring Support Agreement) setting out the required milestones under which the Transaction will be implemented.
    • Plan approval date: (x) March 31, 2021 or (y) if applicable, in accordance with an Implementation Schedule setting out the required steps under which the Transaction will be implemented.
    • Effective date of restructuring: (x) March 31, 2021 (from December 14, 2020) or (y) as the case may be, in accordance with an Implementation Schedule setting out the required milestones under which the Transaction will be implemented.
  • Certain commitments under the heading “Additional covenants of creditorshave been added, including, without limitation, with respect to: (i) the Company providing prompt written notice to Consenting Holders upon receipt of (a) any written notice regarding any legal proceeding commenced or pursued against the Company relating to or involving or which could otherwise adversely affect the operation of the Power Plants or (b) any written notice regarding the Matheu Power Plant or the Company’s permit application under a noise remediation plan relating to the Power Plant electric of Matheu (the “Map of Matheu“) or any other permits required to operate any of the Company’s power plants at full capacity; and (ii) the ability of the Consenting Holders’ advisers to participate in certain meetings with governmental authorities in connection with the Transaction, the Matheu plan or disputes relating to the Company’s Matheu and Lujan power plants.
  • Certain termination events under “Termination Events” have been added, including (i) the automatic termination of the agreement on March 31, 2021, date which can be extended until May 14, 2021 at the sole and absolute discretion of a majority of the holders of the Existing Bonds; (ii) subject to certain exceptions, termination by the majority of the holders of the Existing Bonds in the event that a governmental authority grants a permanent order or decision preventing the Company from operating any of the plants at full capacity; or (iii) any governmental authority issues a standing order that prevents the implementation of Plan Matheu.
  • Upon termination of the Agreement in accordance with its terms, the parties have agreed or consented, as the case may be, to the immediate lifting of the stay of proceedings described in the CBCA Proceedings Interim Order (as defined below).

Meeting of Noteholders and Final Order Hearing

The Company will provide further details regarding the timing of the meeting of holders of Existing Bonds (the “Meeting of Noteholders“) to consider and vote on the plan, and the timing of the hearing in the Ontario Superior Court of Justice (Commercial List) (the “To research“) to seek a court order approving the plan, in a later press release once those details become available.

Important Note

Completion of the Plan is subject to satisfaction of the closing conditions set forth in the Restructuring Support Agreement and remains subject to, among other things, Court approval pursuant to a final order.

The Amended and Restated Restructuring Support Agreement does not constitute an offer or acceptance of any securities or a solicitation to purchase any securities or acceptance of any plan of organization or extrajudicial acuerdo preventivo offered in connection with any insolvency proceedings and any such offer or solicitation will comply with all applicable securities laws and any other applicable laws.

About Stoneway

The principal activity of the Company is the construction, ownership and operation of power generation facilities located in Argentina.

FORWARD-LOOKING STATEMENTS: Certain information contained in this press release may contain forward-looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve “, “strengthens” and similar expressions are intended to identify forward-looking statements. More specifically and without limitation, this document contains forward-looking statements regarding: the main terms of the Transaction; the expected process and timeline for implementing the transaction; the holding and timing of the Bondholders’ Meeting, as well as the matters to be considered thereat, as well as with regard to voting at the Bondholders’ Meeting; deadlines for the delivery of proxies and voting instructions; the programming of the General Meeting of Bondholders; and matters to be considered and voted on at the Bondholders’ Meeting; the remedy to be sought by the Company in its proceedings under the CBCA (the “CBCA Proceedings“) with respect to the Plan; the completion of the Transaction, including with respect to obtaining all necessary approvals and the satisfaction of all conditions and the anticipated schedule; the public display of documents and information related to the transaction; and the effect of the transaction.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the Company’s ability to implement the Transaction on the terms described in this press release and in prior announcements, the ability Stoneway to receive all court, third party and stakeholder approvals in order to complete the transaction; matters to be considered and voted on at the Bondholders’ Meeting; the Company’s ability to operate in the normal course of the LCSA proceedings, including with respect to meeting obligations to service providers, suppliers, contractors and employees; the Company’s ability to continue as a going concern; the ability of the Company to continue to realize its assets and to discharge its debts and commitments; the Company’s future liquidity position and access to capital to fund ongoing operations and obligations (including debt securities); and the Company’s ability to stabilize its business and financial condition.

Although the Company bases its forward-looking statements on assumptions believed to be reasonable at the time they were made, they are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry. in which the Company operates, may differ materially from such information and statements contained in this press release. Other unknown or unpredictable factors could also adversely affect the Company’s future results. Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. The Company does not intend and undertakes no obligation to update these forward-looking statements, except as required by law.

SOURCEStoneway Capital Corporation


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