SC TO-T/A

0000950123-07-008310.txt : 20070605 0000950123-07-008310.hdr.sgml : 20070605 20070605162736 ACCESSION NUMBER: 0000950123-07-008310 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070605 DATE AS OF CHANGE: 20070605 GROUP MEMBERS: AGRUPACION AEROPORTUARIA INTERNACIONAL I, S.A. DE C.V. GROUP MEMBERS: AGRUPACION AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEAST AIRPORT GROUP CENTRAL INDEX KEY: 0001123452 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60473 FILM NUMBER: 07901320 BUSINESS ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF BUSINESS PHONE: 011525552840400 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEAST AIRPORT GROUP CENTRAL INDEX KEY: 0001123452 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60473 FILM NUMBER: 07901321 BUSINESS ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF BUSINESS PHONE: 011525552840400 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pardo Fernando Chico CENTRAL INDEX KEY: 0001393869 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: BUSINESS PHONE: 525 55 2590229 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A-3 STREET 2: BOSQUES DE LAS LOMAS CITY: MEXICO, D.F. STATE: O5 ZIP: CP 05120 SC TO-T/A 1 y35727a2sctovtza.htm AMENDMENT NO. 2 TO SCHEDULE TO SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2 to Schedule TO)
(Amendment No. 3 to Schedule 13D)

Grupo Aeroportuario del Sureste, S.A.B. de C.V.
(Southeast Airport Group)

(Name of Subject Company (issuer))

Agrupación Aeroportuaria Internacional II, S.A. de C.V.

Agrupación Aeroportuaria Internacional I, S.A. de C.V.

Fernando Chico Pardo

(Names of Filing Persons (Offeror))

Series B Shares and American Depositary Shares
(Each ADS Representing ten Series B Shares)
(Title of Class of Securities)

40051E202
(CUSIP Number of Class of Securities)

Fernando Chico Pardo
c/o Promecap, S.C.
Bosque de Alisos No. 47A-3, Bosques de las Lomas
CP 05120, Mexico, D.F., Mexico
+52 55 1105 0800

With a copy to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5735
Attention: Roland Hlawaty
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee



	Transaction valuation*			Amount of Filing Fee**
	657,663,005.14			20,190.25

TABLE OF CONTENTS


	Items 1 through 11.
	Item 12. Exhibits.
	Item 13. Information Required by Schedule 13E-3.
SIGNATURE
INDEX TO EXHIBITS
EX-99.A.5.VII: SUPPLEMENT TO U.S. OFFER TO PURCHASE

* Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). The transaction value is calculated by multiplying (x) 127,950,001, which is the number of series B shares (“Series B Shares”) of Grupo Aeroportuario del Sureste, S.A.B. de C.V. (“Asur”) (including Series B Shares represented by American Depositary Shares (“ADSs”)) subject to the U.S. tender offer, by (y) the tender offer price of Mexican pesos 55.25 in cash for each Series B Share, converted into U.S. dollars based on the “Tipo de cambio para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana” exchange rate between Mexican pesos and U.S. dollars of Ps. $10.7441 to U.S. $1.00 reported by Banco de México on June 4, 2007.

** The amount of the filing fee is calculated in accordance with Rule 0-11(d) of the Securities Exchange Act and the Fee Rate Advisory #6 for Fiscal Year 2007 issued by the U.S. Securities and Exchange Commission on February 15, 2007, and is derived by multiplying the transaction valuation by 0.00003070.


ý		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


				Amount Previously Paid: $20,317.14
				Form or Registration No.: Schedule TO
				Filing Party: Fernando Chico Pardo
				Date Filed: May 14, 2007


¨		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


		ý		third-party tender offer subject to Rule 14d-1.
		¨		issuer tender offer subject to Rule 13e-4.
		¨		going-private transaction subject to Rule 13e-3.
		ý		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 2 to the Schedule TO is being filed by Agrupación Aeroportuaria Internacional II, S.A. de C.V., a sociedad anónima de capital variable formed under the laws of the United Mexican States (“Mexico”) (“Purchaser”), Agrupación Aeroportuaria Internacional I, S.A. de C.V., a sociedad anónima de capital variable formed under the laws of Mexico (“AAI-1”) and Mr. Fernando Chico Pardo, an individual and citizen of Mexico, and amends the Schedule TO initially filed with the Securities and Exchange Commission on May 14, 2007 (the “Initial Schedule TO”), as amended on June 4, 2007. This Schedule TO relates to the tender offer in the United States (the “U.S. Offer”) by Purchaser to purchase for cash 127,950,001 of the outstanding Series B Shares, including by purchase of ADSs, each ADS representing 10 Series B Shares, of Asur, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated May 14, 2007, as amended on June 4, 2007, and the related ADS Letter of Transmittal, as amended on June 4, 2007, copies of which were attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Initial Schedule TO.

Simultaneously with the U.S. Offer, Purchaser is offering in Mexico to purchase 127,950,001 of the outstanding Series B Shares of Asur for the same price and on substantially the same terms as the Series B Shares and ADSs in the U.S. Offer (the “Mexican Offer”, and collectively with the U.S. Offer, the “Offers”). In the aggregate, Purchaser is offering to purchase no more than 127,950,001 Series B Shares (including by purchase of ADSs, each ADS representing 10 Series B Shares) in the Offers.

Capitalized terms used but not defined herein have the meanings ascribed to them in the U.S. Offer to Purchase.

Items 1 through 11.

As permitted by General Instruction F to Schedule TO, the information set forth in the entire U.S. Offer to Purchase (including the exhibits and annexes attached thereto) and the Amendment No. 1 to the Initial Schedule TO filed on June 4, 2007, are incorporated by reference into this Schedule TO. Additional items with respect to this Schedule TO are set forth below.

Purchaser hereby amends and supplements the U.S. Offer to Purchase dated May 14, 2007, as amended on June 4, 2007, and the related ADS Letter of Transmittal, as amended on June 4, 2007, in accordance with the Supplement to the U.S. Offer to Purchase attached hereto as Exhibit (a)(5)(vii).

Item 12. Exhibits.


(a)(1)(i)		U.S. Offer to Purchase, dated May 14, 2007.**

(a)(1)(ii)		Form of ADS Letter of Transmittal.**

(a)(2)		Not applicable.

(a)(3)		Not applicable.

(a)(4)		Not applicable.

(a)(5)(i)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**


(a)(5)(ii)		Form of Letter to Clients.**

(a)(5)(iii)		Notice of Guaranteed Delivery.**

(a)(5)(iv)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.**

(a)(5)(v)		Advertisement, dated May 14, 2007, published in The Wall Street Journal.**

(a)(5)(vi)		Press Release issued by Agrupación Aeroportuaria Internacional II, S.A. de C.V. dated June 4, 2007.***

(a)(5)(vii)		Supplement to the U.S. Offer to Purchase dated June 5, 2007.

(b)		Acquisition Facility Commitment Letter, dated as of May 10, 2007 by and among Fernando Chico Pardo and Citigroup Global Markets Inc.**

(d)(i)		De-Merger Letter Agreement, dated as of March 29, 2007, by and among Fernando Chico Pardo and Copenhagen Airports A/S.*

(g)		Not applicable.

(h)		Not applicable.


*		Incorporated by reference to the Schedule 13D filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo on April 9, 2007.

**		Incorporated by reference to the Schedule TO filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo, Agrupación Aeroportuaria Internacional II, S.A. de C.V. and Agrupación Aeroportuaria Internacional I, S.A. de C.V. on May 14, 2007.

***		Incorporated by reference to the Schedule TO filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo, Agrupación Aeroportuaria Internacional II, S.A. de C.V. and Agrupación Aeroportuaria Internacional I, S.A. de C.V. on June 4, 2007.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Date: June 5, 2007


FERNANDO CHICO PARDO
/s/ Fernando Chico Pardo



AGRUPACIÓN AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V
By:	/s/ Fernando Chico Pardo
	Name:	Fernando Chico Pardo
	Title:	Attorney in fact

AGRUPACIÓN AEROPORTUARIA INTERNACIONAL I, S.A. DE C.V
By:	/s/ Fernando Chico Pardo
	Name:	Fernando Chico Pardo
	Title:	Attorney in fact

INDEX TO EXHIBITS


Exhibit No.		Description

(a)(1)(i)		U.S. Offer to Purchase, dated May 14, 2007.**

(a)(1)(ii)		Form of ADS Letter of Transmittal.**

(a)(2)		Not applicable.

(a)(3)		Not applicable.

(a)(4)		Not applicable.

(a)(5)(i)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**

(a)(5)(ii)		Form of Letter to Clients.**

(a)(5)(iii)		Notice of Guaranteed Delivery**.

(a)(5)(iv)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.**

(a)(5)(v)		Advertisement, dated May 14, 2007, published in The Wall Street Journal.**

(a)(5)(vi)		Press Release issued by Agrupación Aeroportuaria Internacional II, S.A. de C.V. dated June 4, 2007.***

(a)(5)(vii)		Supplement to the U.S. Offer to Purchase dated June 5, 2007.

(b)		Acquisition Facility Commitment Letter, dated as of May 10, 2007 by and among Fernando Chico Pardo and Citigroup Global Markets Inc.**

(d)(i)		De-Merger Letter Agreement, dated as of March 29, 2007, by and among Fernando Chico Pardo and Copenhagen Airports A/S.*

(g)		Not applicable.

(h)		Not applicable.


*		Incorporated by reference to the Schedule 13D filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo on April 9, 2007.

**		Incorporated by reference to the Schedule TO filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo, Agrupación Aeroportuaria Internacional II, S.A. de C.V. and Agrupación Aeroportuaria Internacional I, S.A. de C.V. on May 14, 2007.


***		Incorporated by reference to the Schedule TO filed with the Securities and Exchange Commission by Mr. Fernando Chico Pardo, Agrupación Aeroportuaria Internacional II, S.A. de C.V. and Agrupación Aeroportuaria Internacional I, S.A. de C.V. on June 4, 2007.

EX-99.A.5.VII 2 y35727a2exv99waw5wvii.htm EX-99.A.5.VII: SUPPLEMENT TO U.S. OFFER TO PURCHASE EX-99.A.5.VII

Exhibit (a)(5)(vii)

Supplement
to
U.S. Offer to Purchase for Cash
An Aggregate of 127,950,001 Series B Shares, including American
Depositary Shares (each ADS representing ten Series B Shares)
of
GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
(SOUTHEAST AIRPORT GROUP)
at an Adjusted Offer Price of the U.S. Dollar Equivalent of
Mexican Pesos 55.25 Per Series B Share
and
Mexican Pesos 552.50 Per American Depositary Share
by
Agrupación Aeroportuaria Internacional II, S.A. de C.V.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME) ON JUNE 19, 2007 UNLESS THE U.S. OFFER IS EXTENDED.

Agrupación Aeroportuaria Internacional II, S.A. de C.V., a sociedad anónima de capital variable (“Purchaser”) organized and existing under the laws of the United Mexican States (“Mexico”) and a subsidiary of Agrupación Aeroportuaria Internacional I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (“AAI-1)”, which was formed by Mr. Fernando Chico Pardo, an individual and citizen of Mexico, hereby amends and supplements its offer to purchase in the United States (the “U.S. Offer”) for cash, together with a parallel offer taking place in Mexico (the “Mexican Offer” and together with the U.S. Offer, the “Offers”), an aggregate of 127,950,001 of the outstanding series B shares (“Series B Shares”), including by purchase of American Depositary Shares, each representing 10 Series B Shares (“ADSs” and collectively with the Series B Shares, the “Securities”), of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico (“Asur”), upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated May 14, 2007, as amended on June 4, 2007 (the “Offer to Purchase”), and the related ADS Letter of Transmittal, as amended on June 4, 2007 (the “ADS Letter of Transmittal”).

The tender offer price has been adjusted to the U.S. dollar equivalent of Ps. $552.50 per ADS and the U.S. dollar equivalent of Ps. $55.25 per Series B Share, in each case, in cash, less any withholding taxes, if applicable, and without interest thereon to reflect the dividend of Ps. $0.75 per Series B Share that was paid to Asur Security holders on May 31, 2007. Accordingly, all references to the tender offer price per ADS and Series B Share in the Offer to Purchase shall be deemed to instead refer to the U.S. dollar equivalent of Ps. $552.50 per ADS and the U.S. dollar equivalent of Ps. $55.25 per Series B Share, in each case, in cash, less any withholding taxes, if applicable, and without interest thereon.

The expiration date of the U.S. Offer is hereby extended to 9:30 a.m. New York City time (8:30 a.m. Mexico City time) on June 19, 2007, unless otherwise extended. Accordingly, all references to “Expiration Date” in the Offer to Purchase shall mean 9:30 a.m. New York City time (8:30 a.m. Mexico City time) on June 19, 2007, unless Purchaser, in its sole discretion, extends the period of time for which the U.S. Offer is open, in which case the term “Expiration Date” will mean the time and date at which the U.S. Offer, as so extended, will expire. Also, accordingly, all references to the requirement that the U.S. Receiving Agent receive the Notice of Guaranteed Delivery within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery, but in any event no later than three NYSE trading days following the Expiration Date,

counting such Expiration Date, shall mean in any event no later than 5:00 p.m. New York City time (4:00 p.m. Mexico City time) on Thursday, June 21, 2007.

Further, the condition of the U.S. Offer that Purchaser receive in the Offers valid and not withdrawn tenders for Series B Shares (including the Series B Shares underlying the ADSs), in the aggregate, at least equal to 127,950,001 Series B Shares (including Series B Shares underlying the ADSs) (the “Minimum Condition”), has been waived. As a result of such waiver, Purchaser will accept for payment any and all Securities validly tendered and not withdrawn in the U.S. Offer up to a maximum of 127,950,001 Series B Shares (including the Series B Shares underlying the ADSs) upon the terms and subject to the conditions set forth in the Offer to Purchase and the ADS Letter of Transmittal, except that the Minimum Condition will not apply. If valid tenders of Securities are received in the Offers exceeding 127,950,001 Series B Shares (including the Series B Shares underlying the ADSs), then the proration rules set forth in the Offer to Purchase will apply.

In connection with the waiver of the Minimum Condition, the lenders in the debt financing to AAI-1 as described in the U.S. Offer to Purchase (the “Debt Financing”) have agreed in principle to revise the terms of the financing so that the Debt Financing will continue to be available to AAI-1 if Series B Shares (including the Series B Shares underlying the ADSs) representing at least 15% of the total capital stock of Asur in the aggregate are validly tendered and not withdrawn pursuant to the Offers on substantially the same terms and conditions as previously described in the Offer to Purchase. The parties have also agreed that if within 90 days after settlement of the Offers Purchaser does not own Series B Shares (including the Series B Shares underlying the ADSs) representing at least 25% plus one share of the total capital stock of Asur, the Debt Financing will be subject to a mandatory prepayment. In the event that Series B Shares (including the Series B Shares underlying the ADSs) representing less than 15% of the total capital stock of Asur in the aggregate are validly tendered and not withdrawn pursuant to the Offers, Purchaser expects to receive the aggregate purchase price for such tendered Series B Shares in the form of a pre-funded equity commitment indirectly from Mr. Fernando Chico Pardo.

The Offer to Purchase is further amended by making the following changes:


	•	The first paragraph under the heading “Forward Looking Statements” on page v is amended by deleting the first sentence thereof.

	•	The first paragraph under the heading “What are the conditions to the Mexican Offer” on page 7 of the Offer to Purchase is deleted in its entirety and replaced by the following:


	•	“The Mexican Offer is subject to substantially the same conditions as the U.S. Offer, including the condition that the Offer Conditions of the U.S. Offer shall have occurred and be continuing (and shall not have been waived) as of the Expiration Date.”


	•	The response to the question “Will Asur continue as a public company?” on page 8 of the Offer to Purchase is amended by adding at the end of such response: “It is not reasonably likely that consummation of the Offers will result in either (i) causing the Securities to be held of record by less than 300 persons; or (ii) causing the Securities to be de-listed from the NYSE.

	•	The first full paragraph on page 27 of the Offer to Purchase is amended by adding the following sentence at the end thereof: “It is not reasonably likely that consummation of the Offers will result in either (i) causing the Securities to be held of record by less than 300 persons; or (ii) causing the Securities to be de-listed from the NYSE.

	•	The second paragraph under the heading “Financial Budgets and Other Information” on page 35 of the Offer to Purchase is amended by adding at the end of such paragraph: “The material assumptions underlying the Asur Budgets are the following: (i) 15.8 million total passengers for 2007, (ii) a real decrease in maximum tariffs of 0.75%, and (iii) 11% growth in commercial revenue per passenger.

Asur Security holders who have already properly tendered Securities pursuant to the procedures set forth in the Offer to Purchase and the ADS Letter of Transmittal are not required to take any further action to properly tender their Securities into the U.S. Offer. If such Security holders wish to withdraw their Securities from the U.S. Offer, they must follow the procedures set forth in the Offer to Purchase. Even after the date of this supplement to the Offer to Purchase (the “Supplement”), Security holders may continue to use the

original ADS Letter of Transmittal, as amended on June 4, 2007 and by this Supplement, to properly tender Securities into the U.S. Offer.

Security holders should read the Offer to Purchase, the Supplement, the ADS Letter of Transmittal and the related materials that Purchaser has filed with the Securities and Exchange Commission carefully and in their entirety before any decision is made with respect to the U.S. Offer because they contain important information. Asur Security holders may obtain such documents free of charge at the Securities and Exchange Commission’s website, www.sec.gov, or by contacting Georgeson, Inc. (1-866-574-4079), the Information Agent with respect to the U.S. Offer.

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