FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of June, 2016
Commission File Number 1-11080

 

THE ICA CORPORATION
(Translation of registrant's name into English)

 

Blvd. Manuel Avila Camacho 36
Col. Lomas de Chapultepec
Del. Miguel Hidalgo
11000 Mexico City
Mexico
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F.....x.... Form 40-F.........

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ..... No...x...

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

 

 

 
 

 

ICA Announces the Signing of a US$215 Million Secured Convertible Loan with Fintech

 

June 17, 2016, Mexico City — 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, visit www.ica.mx/ir .

 

 

 

 

For more information, please contact:

  

Christianne Ibáñez

christianne.ibanez@ica.mx

 

 

r elacion.inversionistas@ica.mx

+(5255) 5272 9991 x 3607

 

 

 

Pablo García

pablo.garcia@ica.mx

Chief Financial Officer

 

In the US:

Daniel Wilson, Zemi Communications

+(1212) 689 9560

dbmwilson@zemi.com

 

 

 

 

 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: June 17, 2016

Empresas ICA, S.A.B. de C.V.

 

/s/ Pablo Garcia                    

Name: Pablo Garcia
Title:   Chief Financial Officer