Obligation Global Airport Capital S.A. 12% ( US45900TAA07 ) en USD

Global Airport Capital S.A.

106.9 % ⇌

Espagne

US45900TAA07 ( en USD )

12% par an ( paiement semestriel )

14/03/2033

Prospectus brochure de l'obligation International Airport Finance S.A US45900TAA07 en USD 12%, échéance 14/03/2033

200 000 USD

400 000 000 USD

45900TAA0

Caa2 ( Ultra spéculatif )

15/09/2026 ( Dans 164 jours )

International Airport Finance S.A. est une société spécialisée dans le financement d'infrastructures aéroportuaires, gérant des projets et des investissements dans le secteur aéronautique mondial.

L'Obligation émise par Global Airport Capital S.A. ( Espagne ) , en USD, avec le code ISIN US45900TAA07, paye un coupon de 12% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2033

L'Obligation émise par Global Airport Capital S.A. ( Espagne ) , en USD, avec le code ISIN US45900TAA07, a été notée Caa2 ( Ultra spéculatif ) par l'agence de notation Moody's.

LISTING PARTICULARS

U.S.$400,000,000

INTERNATIONAL AIRPORT FINANCE, S.A.
12.000% Senior Secured Notes due 2033

International Airport Finance, S.A. (the "Issuer"), a company (sociedad anónima) incorporated under the laws of the Kingdom of Spain ("Spain"), is offering
U.S.$400,000,000 aggregate principal amount of 12.000% Senior Secured Notes due 2033 (the "Notes"). The Notes will mature on March 15, 2033. The Issuer will pay
interest on the Notes in arrears on March 15 and September 15 of each year, commencing on September 15, 2019. Principal on the Notes will be payable semi-annually
on the same dates as interest on the Notes beginning on September 15, 2020 (other than the Scheduled Payment Date on March 15, 2021). See "Description of the
Notes--Notes Collateral." The Notes will be secured by a first priority security interest in the collateral described herein. The Notes will constitute general senior
secured obligations of the Issuer. The Notes will rank pari passu in right of payment with all of the Issuer's existing and future senior unsubordinated indebtedness, and
will rank senior to any future subordinated indebtedness of the Issuer. The Notes will be effectively senior to any of the Issuer's future unsecured indebtedness to the
extent of the Notes Collateral (as defined herein) securing the Notes and effectively subordinated to all of the Issuer's future indebtedness secured by assets other than the
Notes Collateral to the extent of the value of the assets securing such indebtedness (other than obligations preferred by statute or Applicable Law (as defined herein).
On the Issue Date, the Issuer will use the net proceeds of the Notes to (i) irrevocably purchase and assume all of the Existing Lenders' (as defined herein) rights and
obligations under the Existing Loans Agreement (as defined herein) in an aggregate amount of U.S.$66,998,881.48 (the "Assigned Loans") and (ii) make one or more
loans in an aggregate amount of U.S.$333,001,118.52 (the "New Loans," and together with the Assigned Loans, the "Loans") to Corporación Quiport S.A. ("Quiport" or
the "Borrower"), a stock corporation formed under the laws of the Republic of Ecuador ("Ecuador") as Borrower, pursuant to the Loans Agreement. Upon the purchase
and assignment of the Assigned Loans, the Existing Loans Agreement will be amended and restated as the Loans Agreement and the New Loans will be made under the
Loans Agreement. The Borrower will apply the proceeds of the New Loans, together with funds in its existing accounts (x) to repay in full, on or around the Issue Date,
all amounts outstanding under its Intercompany Loans (as defined herein), (y) to make a retained dividend distribution to its Shareholders (as defined herein) following
completion of its corporate reorganization, and (z) for certain general corporate purposes. See "Use of Proceeds." The aggregate principal amount of the Loans will be in
an amount equal to the aggregate principal amount of the Notes. The Loans will not be secured and will rank pari passu in right of payment with all of Quiport's existing
and future senior unsecured indebtedness and senior to any existing or future subordinated indebtedness of Quiport.
Quiport may, at its option, prepay the Loans, in whole but not in part, at any time and from time to time prior to March 15, 2024, at a price of (a) 100% of the principal
amount of the Loans plus (b) accrued and unpaid interest (which interest shall include Additional Amounts (as defined herein), if any) to (but excluding) the prepayment
date, plus (c) the Make-Whole Premium (as defined herein) at the prepayment date. Quiport may, at its option, prepay the Loans, in whole but not in part, on or after
March 15, 2024, at the prices (expressed as a percentage of the principal amount of the Loans to be prepaid) set forth in these listing particulars, plus accrued and unpaid
interest (which interest shall include Additional Amounts, if any) to (but excluding) the prepayment date. See "The Loans Agreement and the Loans--Prepayments of the
Loans." In addition, Quiport may prepay the Loans, in whole but not in part, at a price equal to 100% of the outstanding principal amount, plus accrued and unpaid
interest and Additional Amounts, if any, at any time upon the occurrence of specified events relating to tax law, as set forth in these listing particulars. See "The Loans
Agreement and the Loans--Prepayments of the Loans--Optional Prepayment for Changes in Taxes." Upon any such prepayment of the Loans, the Issuer will redeem an
aggregate principal amount of Notes equal to the aggregate principal amount of the Loans that has been prepaid. See "Description of the Notes--Mandatory Redemption
Upon Prepayment of Loans." In addition, upon the occurrence of certain events, Quiport will be required to make an offer to prepay the Loans at the price as set forth in
these listing particulars. Upon receipt of an offer to prepay the Loans, the Issuer will be required to offer to purchase the Notes at the price as set forth in these listing
particulars. See "The Loans Agreement and the Loans--Mandatory Prepayments" and "Description of the Notes--Offers to Purchase the Notes."
On the date of issuance of the Notes (the "Issue Date"), of the U.S.$400,000,000 aggregate principal amount of the Notes being issued in total, the Issuer will place
U.S.$20,000,000, constituting an "eligible vertical interest" in the form of 5% of the aggregate principal amount of the Notes, directly to Quiport, acting as the "sponsor"
of a "securitization transaction," or a "majority-owned affiliate" thereof (each as defined in the U.S. Risk Retention Rule (as defined herein)), and Quiport will purchase
and hold such Notes, either directly from the Issuer or through the Initial Purchasers, on an ongoing basis for so long as required by the U.S. Risk Retention Rule.
There is currently no public market for the Notes. Application has been made to the Luxembourg Stock Exchange to approve these listing particulars as a prospectus for
the purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended, and for the Notes to be admitted to the official list of the
Luxembourg Stock Exchange (the "Official List") and to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF"). Admission to the Euro
MTF of, and listing and quotation of the Notes on, the Euro MTF are not to be taken as an indication of the merits of the Issuer or the Notes. See "Listing and General
Information."

See "Risk Factors" beginning on page 49 for a discussion of certain risks you should consider in connection
with an investment in the Notes.

Issue Price: 100.000% plus accrued interest, if any, from March 14, 2019.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws. The Issuer
has not been registered and will not be registered as an investment company under the United States Investment Company Act of 1940, as amended (the "Investment
Company Act"), in reliance on the exemption set forth in Section 3(c)(7) thereof. Quiport and the Issuer expect that the Issuer will not constitute a "covered fund" for
purposes of the Volcker Rule (both as defined in these listing particulars). The Notes may not be offered or sold within the United States or to U.S. persons, except (1) to
persons who are both (x) qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A") and
(y) "Qualified Purchasers" within the meaning of Section 2(a)(51)(A) of the Investment Company Act, or (2) to certain non-U.S. persons in offshore transactions in
reliance on Regulation S under the Securities Act ("Regulation S"). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A and the exemption from the Investment Company Act provided by Section 3(c)(7) thereof. For more information
about restrictions on transfer of the Notes, see "Transfer Restrictions."
Delivery of the Notes has been made to investors in book-entry form through The Depository Trust Company ("DTC") and its participants, including Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme, ("Clearstream"), on March 14, 2019.
Global Coordinators and Joint Book-Running Managers
Citigroup

Santander
The date of these listing particulars is April 2, 2019.

Table of Contents
Page
Available Information ................................................................................................................................ viii
Presentation of Financial and Other Information ......................................................................................... ix
Independent Traffic Consultant's Report .................................................................................................... xii
Enforcement of Civil Liabilities in Spain .................................................................................................. xiii
Enforcement of Civil Liabilities in Ecuador ............................................................................................... xv
Forward-Looking Statements ..................................................................................................................... xvi
Summary ....................................................................................................................................................... 1
The Offering................................................................................................................................................ 18
Summary Overview of the Transaction ...................................................................................................... 43
Summary Financial and Other Data ............................................................................................................ 46
Risk Factors ................................................................................................................................................ 49
Use of Proceeds ........................................................................................................................................... 83
Capitalization .............................................................................................................................................. 84
Selected Financial and Other Data .............................................................................................................. 85
Management's Discussion and Analysis of Financial Condition and Results of Operations .................... 88
Business .................................................................................................................................................... 107
The Concession ......................................................................................................................................... 147
Management .............................................................................................................................................. 198
Principal Shareholders .............................................................................................................................. 200
Certain Relationships and Related Party Transactions ............................................................................. 205
The Issuer .................................................................................................................................................. 207
Description of the Notes ........................................................................................................................... 209
The Loans Agreement and the Loans ....................................................................................................... 278
Description of Notes Security Documents ................................................................................................ 320
Credit Risk Retention ................................................................................................................................ 322
Certain Tax Considerations ....................................................................................................................... 323
Limitations on Validity and Enforceability of the Security Interests in the Notes Collateral and Certain
Insolvency Law Considerations ......................................................................................................... 334
Book-Entry; Settlement and Clearance ..................................................................................................... 348
Plan of Distribution ................................................................................................................................... 353
Transfer Restrictions ................................................................................................................................. 365
Legal Matters ............................................................................................................................................ 369
Independent Auditors . .............................................................................................................................. 370
Independent Traffic Consultant ................................................................................................................ 371
Listing and General Information ............................................................................................................... 372
Appendix A - Independent Traffic Consultant's Report ........................................................................... A-1
Index to Financial Statements .................................................................................................................... F-1

iii

________________
Unless otherwise indicated or the context otherwise requires, all references in these listing particulars to
(1) "Quiport," the "Borrower," the "Company," "we," "our," "ours," "us" or similar terms refer to
Corporación Quiport S.A., (2) the "Airport" refers to Quito's new Mariscal Sucre International Airport,
(3) the "Issuer" refers to International Airport Finance, S.A., acting as issuer of the Notes, and the
"Lender" refers to International Airport Finance, S.A., acting as Lender under the Loans Agreement, and
(4) the "Initial Purchasers" refer to Citigroup Global Markets Inc. and Santander Investment Securities
Inc.
These listing particulars have been prepared by us and the Issuer solely for use in connection with the
proposed offering of the Notes. Citigroup Global Markets Inc. and Santander Investment Securities Inc.
will act as initial purchasers with respect to the offering of the Notes. These listing particulars do not
constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire
securities. You are authorized to use these listing particulars solely for the purpose of considering the
purchase of the Notes. In making an investment decision, you should rely on your own evaluation of the
Issuer, the Company, the Loans, the Notes and the terms of the offering, including the merits and risks
involved.
In making your investment decision, you should rely only on the information contained in these listing
particulars. Neither we, the Issuer nor the Initial Purchasers have authorized anyone to provide you with
any other information. If you receive any other information, you should not rely on it as having been
authorized. You should not assume that the information contained in these listing particulars is accurate
at any date other than the date on the front cover of these listing particulars. Neither the delivery of these
listing particulars nor any sale made hereunder shall, under any circumstances, imply that the information
herein is correct as of any date subsequent to the date on the cover of these listing particulars. The Initial
Purchasers make no representation or warranty, expressed or implied, as to the accuracy or completeness
of the information contained in these listing particulars. Nothing contained in these listing particulars is,
or shall be relied upon as, a promise or representation by the Initial Purchasers. The Initial Purchasers
assume no responsibility for its accuracy or completeness and accordingly disclaim, to the fullest extent
permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this document or any such statement.
Having made all reasonable inquiries, we and the Issuer confirm that the information contained in these
listing particulars with regard to us and the Issuer is true and accurate in all material respects, that the
opinions and intentions expressed in these listing particulars are honestly held, and that there are no other
facts the omission of which would make these listing particulars as a whole or any of such information or
the expression of any such opinions or intentions misleading in any material respect. We and the Issuer
accept responsibility accordingly.
The Issuer and the Initial Purchasers are offering to sell the Notes only in places where offers and sales
are permitted.
These listing particulars do not constitute an offer of, or an invitation by or on behalf of us, the Issuer, any
Initial Purchaser or the Indenture Trustee (as defined herein) to subscribe or purchase, any of the Notes in
any jurisdiction where such offer is not permitted. You must comply with all applicable laws and
regulations in force in your jurisdiction and you must obtain any consent, approval or permission required
by you for the purchase, offer or sale of the Notes under the laws and regulations in force in your
jurisdiction to which you are subject or in which you make such purchase, offer or sale and neither we,
the Issuer nor the Initial Purchasers will have any responsibility therefor.
iv

Citibank, N.A., in each of its capacities (including but not limited to Indenture Trustee, Registrar, Paying
Agent, Transfer Agent, Offshore Collateral Agent and Administrative Agent), has not participated in the
preparation of these listing particulars and assures no responsibility for its contents.
The Notes have not been and will not be registered as a public offering in Ecuador, either before the Stock
Market Registry (Catastro de Mercado de Valores) of the Superintendency of Companies, Securities and
Insurance of Ecuador (Superintendencia de Compañías, Valores y Seguros de la República del Ecuador
or "SCSI") or any other governmental or private institution. Consequently, the Notes are not being sold
in Ecuador.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering. The Issuer has not been registered and will not be
registered as an investment company under the Investment Company Act. By purchasing Notes, you will
be deemed to have made certain acknowledgments, representations and agreements as set forth under
"Transfer Restrictions" in these listing particulars. The Notes are subject to restrictions on transfer and
resale and may not be transferred or resold except as permitted under the Securities Act and applicable
state securities laws pursuant to registration or exemption therefrom. As a prospective investor, you
should be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time.
This offering has not been registered with the Spanish National Securities Market Commission (Comisión
Nacional del Mercado de Valores). Consequently, the Notes may not be offered or sold or distributed in
Spain except in circumstances which do not qualify as a public offer (oferta pública) of securities in
Spain within the meaning and in accordance with article 35 of the Securities Market Act (Real Decreto
Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de
Valores), as amended and restated, or pursuant to an exemption from registration in accordance with
Royal Decree 1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre, por el que se
desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión
a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y
del folleto exigible a tales efectos), and any regulations developing it which may be in force from time to
time.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange, and
to trading on the Euro MTF. The Euro MTF assumes no responsibility for the correctness of any of the
statements made, opinions expressed or reports contained in these listing particulars. Admission to the
Euro MTF of, and listing and quotation of the Notes on, the Euro MTF are not to be taken as an indication
of the merits of the Issuer or the Notes. These listing particulars are not a prospectus within the meaning
of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the
prospectus to be published when securities are offered to the public or admitted to trading and amending
Directive 2001/34/EC, as amended (the "Prospectus Directive"). The Euro MTF is not a regulated market
for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in
financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended
("MiFID II"). References in these listing particulars to the Notes being "listed" shall mean that the Notes
have been admitted to the Official List and admitted to trading on the Euro MTF.
None of the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission
or any other regulatory authority has approved or disapproved of the Notes, nor have any of the foregoing
authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these listing
particulars. Any representation to the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own independent examination
of our Company and the Issuer and the terms of the offering, including the merits and risks involved.
v

Prospective investors should not construe anything in these listing particulars as legal, business or tax
advice. Each prospective investor should consult its own advisors as needed to make its investment
decision and to determine whether it is legally permitted to purchase the Notes under applicable legal,
investment or similar laws or regulations.
These listing particulars contains summaries and other information believed by us and the Issuer to be
accurate as of the date hereof with respect to specific terms of specific documents, but reference is made
to the actual documents (copies of which will be made available to prospective purchasers until the Issue
Date and upon request to us, subject in certain instances to confidentiality restrictions) for complete
information with respect to those documents. Statements contained in these listing particulars as to the
contents of any contract or other document referred to in these listing particulars do not purport to be
complete, and where reference is made to the particular provisions of a contract or other document, the
provisions are qualified in all respects by reference to all of the provisions of the contract or the
document. Industry and company data are approximate and reflect rounding in certain cases.

Notice to Prospective Investors
European Economic Area
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered,
sold or otherwise made available to, any retail investor in the European Economic Area (the "EEA"). For
the purposes of this provision the expression "retail investor" means a person who is one (or more) of the
following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, as implemented in any
Member State of the EEA, (ii) a customer within the meaning of Directive 2002/92/EC, as amended (the
"Insurance Mediation Directive"), as implemented in any Member State of the EEA, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, as
implemented in any Member State of the EEA, or (iii) not a qualified investor as defined in Directive
2003/71/EC (as amended, the "Prospectus Directive"), as implemented in any Member State of the EEA.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended
(the "PRIIPs Regulation"), for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. These
listing particulars have been prepared on the basis that any offer of Notes in any Member State of the
EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to
publish a prospectus for offers of Notes. These listing particulars are not a prospectus for purposes of the
Prospectus Directive.
MIFID II Product Governance
The final terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the manufacturers' target market assessment.
However, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), as implemented in any Member State of the EEA, any dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Initial Purchasers nor the dealers nor any
vi

of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance
Rules.
Spain
Neither the Notes nor this offering have been registered with the Spanish National Securities Market
Commission (Comisión Nacional del Mercado de Valores). Therefore, the Notes may not be offered,
sold, resold or distributed to persons in Spain, except in circumstances which do not qualify as a public
offer (oferta pública) of securities in Spain within the meaning and in accordance with Article 35 of the
Spanish Securities Market Law approved by Royal Legislative Decree 4/2015, of October 23, (Texto
refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de
octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores) (the ``Spanish
Securities Market Law), as amended and restated, or pursuant to an exemption from registration in
accordance with Spanish Royal Decree 1310/2005, of November 4, on the listing of securities, public
offers and applicable prospectus, as amended (Real Decreto 1310/2005, de 4 de noviembre, por el que se
desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión
a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y
del folleto exigible a tales efectos), and any regulations developing it which may be in force from time to
time.
United Kingdom
Each Initial Purchaser has represented and agreed that: it has only communicated or caused to be
communicated and will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets
Act 2000 ("FSMA")) received by it in connection with the issue or sale of the Notes in circumstances in
which Section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from
or otherwise involving the United Kingdom.

vii

Available Information
Neither the Issuer nor Quiport is subject to the information requirements of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"). To preserve the exemption for resales and
transfers under Rule 144A under the Securities Act, the Issuer and Quiport have agreed, while any Notes
remain outstanding, to make available, upon request, to any holder and any prospective purchaser of
Notes who is designated by that holder and is a "qualified institutional buyer," as defined under
Rule 144A, upon the request of such holder or prospective purchaser, the information required pursuant to
Rule 144A(d)(4)(i) under the Securities Act, during any period in which the Issuer or Quiport (i) is not
subject to, and in compliance with, Section 13 or 15(d) of the Exchange Act, or (ii) becomes exempt from
such reporting requirements pursuant to, and in compliance with, Rule 12g3-2(b) of the Exchange Act (as
amended from time to time and including any successor provision). Any such request should be
addressed to Quiport at: Corporación Quiport S.A., Parroquia Tababela S/N vía a Yaruquí, Aeropuerto
Internacional Mariscal Sucre, Edif. Quito Airport Center, Nivel 2, Quito, Republic of Ecuador EC
170907, Attention: Chief Financial Officer.
Application has been made to list the Notes on the Euro MTF. See "Listing and General Information."
The Issuer will comply with any undertakings that it gives from time to time to the Luxembourg Stock
Exchange in connection with the Notes, and we will furnish to the Luxembourg Stock Exchange all such
information required in connection with the listing of the Notes.
viii

Presentation of Financial and Other Information
Financial Information
Issuer's Financial Information
The Issuer was incorporated on January 31, 2019, and has no operating history. As a result, it has not
prepared financial statements for any period. The Issuer has an authorized share capital of 100,000,
represented by 100,000 registered ordinary shares of a par value of 1.00 each, all of which are fully
subscribed and paid up. The Issuer has no material business operations and upon completion of this
offering will have no material assets or liabilities other than its rights under and in respect of the Loans
and the Finance Documents (as defined herein) and obligations under the Notes and the Notes Documents
(as defined herein).
For this reason, these listing particulars do not include financial statements or other financial information
of the Issuer, other than its opening balance sheet prepared by the Issuer pursuant to Spanish generally
accepted accounting principles. See "The Issuer--Business and Principal Assets."
Quiport's Financial Information
We have included in these listing particulars our annual audited financial statements as of and for the
years ended December 31, 2018, 2017 and 2016, together with the notes thereto (our "Financial
Statements").
Our Financial Statements have been prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB") and are stated in
U.S. dollars.
We prepare our Financial Statements in U.S. dollars which is our functional currency, IFRS differs in
certain significant respects from generally accepted accounting principles in the United States ("U.S.
GAAP") and financial reporting standards and generally accepted accounting principles used in other
jurisdictions. We have made no attempt to quantify the impact of those differences by a reconciliation of
our Financial Statements or the other financial information included in these listing particulars to such
other generally accepted accounting principles and financial reporting standards.
In making an investment decision, you must rely upon your own examination of our Company, the terms
of the offering and the financial information included herein. Our financial information should be read in
conjunction with our Financial Statements and related notes thereto included elsewhere in these listing
particulars. We urge you to consult your own advisors regarding the differences between IFRS and U.S.
GAAP, and how these differences might affect the financial information included in these listing
particulars.
Currencies Information
All references to "dollar," "U.S. dollars" or the symbol "U.S.$" are to the legal currency of the United
States, the U.S. dollar. All references to "sucre" are to the legal currency of Ecuador before the
Ecuadorian Economic Transformation Law (as defined herein). All references to "euro(s)," "EUR" or the
symbol "" are to the legal currency of the euro area.
In January of 2000, following several weeks of severe currency depreciation of the sucre, Ecuador
announced that it would "dollarize" the economy. On March 1, 2000, the Ecuadorian Congress approved
the Ecuadorian Economic Transformation Law (Ley para la Transformación Económica del Ecuador or
"Economic Transformation Law"), which made the U.S. dollar the legal currency in Ecuador. The
Ecuadorian Economic Transformation Law provided for the Ecuadorian Central Bank (Banco Central del
ix

Ecuador or the "Ecuadorian Central Bank") to exchange, on demand, sucres at a rate of 25,000 sucres per
U.S.$1.00 (the "Dollarization Program"). In addition to providing an official basis to dollarize the
economy, the Ecuadorian Economic Transformation Law contained reforms aimed at strengthening fiscal
stability, improving banking supervision and establishing rules to encourage direct investment. Since the
passage of the Ecuadorian Economic Transformation Law, the U.S. dollar has been the legal tender in
Ecuador. Due to the Dollarization Program, the ability of Ecuador and/or the Ecuadorian Central Bank to
adjust monetary policy and interest rates in order to influence macroeconomic trends in the economy is
limited.
Non-IFRS Financial Measures
We have included non-IFRS financial measures elsewhere in these listing particulars to clarify and
enhance the understanding of our past performance and future prospects, such as Adjusted EBITDA and
the ratios related thereto. These measures are not recognized measures under IFRS and do not have
standardized meanings prescribed by IFRS. Rather, these measures are provided as additional information
to complement IFRS measures by providing further understanding of our results of operations from
management's perspective. Accordingly, they should not be considered in isolation or as a substitute for
analysis of our financial information reported under IFRS. We define Adjusted EBITDA as profit for the
year and total comprehensive income, plus amortization of intangible assets, equipment depreciation and
financial costs. For a reconciliation of our Adjusted EBITDA to our profit for the year and total
comprehensive income, see "Summary Financial and Other Data" and "Selected Financial and Other
Data."
We believe that Adjusted EBITDA may be useful for potential purchasers of the Notes in assessing our
operating performance, our ability to generate cash and our ability to meet our debt service requirements.
Our definition of Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by
other companies in the airport sector or otherwise. Furthermore, these measures have limitations as
analytical tools and should not be considered in isolation from, or as an alternative to, profit (loss), gross
profit, cash flows from operations or other income or cash flow data prepared in accordance with IFRS.
You should exercise caution in comparing the non-IFRS financial measures reported by us to such
metrics or other similar metrics as reported by other companies in the airport sector or otherwise. None
of our non-IFRS measures is a measurement of performance under IFRS, and you should not consider
those measures as an alternative to profit determined in accordance with IFRS. The non-IFRS metrics do
not necessarily indicate whether cash flow will be sufficient or available to meet our cash requirement and
may not be indicative of our historical operating results, nor are such measures meant to be predictive of
our future results.
Rounding
We have made rounding adjustments to reach some of the figures included in these listing particulars.
Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of
the figures that precede them. Percentage figures and variations have not in all cases been calculated on
the basis of such rounded figures but on the basis of such amounts prior to rounding. As a result,
percentage amounts may vary from those obtained by performing the same calculations using the figures
included in these listing particulars.
Flight and Air Passenger Measurement Data
In these listing particulars, we make use of various classifications of passengers and other aeronautical
terms, including the following:
·
"air traffic movements" or "ATMs" refers either to an inbound flight or an outbound flight at the
respective airport(s);
·
"domestic passengers" refers to passengers (inbound and outbound) on domestic flights;
x