MEXICO CITY, July 15, 2022 /PRNewswire/ — Controladora Mabe, S.A. de C.V. (the “Company” or “we“) announced today the expiration and final results of its previously announced offer to purchase for cash (the “Offer“) any and all of its outstanding 5.600% Senior Guaranteed Notes due 2028 (the “Notes“) and the related solicitation (the “Consent Solicitation“) of consents (the “Consents“) from the holders of Notes to certain amendments to the indenture dated October 23, 2018 (the “Indenture“), among the Company, Mabe, S.A. de C.V. and The Bank of New York Mellon, as trustee (the “Trustee“), registrar, paying agent and transfer agent, governing the Notes (the “Proposed Amendments“).
The Offer and the Consent Solicitation was made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 15, 2022 (as amended, the “Statement“). Capitalized terms used in this release but not otherwise defined have the meanings given to them in the Statement.
The Company hereby announces that, in accordance with information received from Global Bondholder Services Corporation (the “Tender Agent and Information Agent“), U.S.$336,210,000 aggregate principal amount of the Notes (the “Tendered Notes“) were validly tendered together with the related Consents at or prior to 11:59 p.m., New York City time, on July 14, 2022 (the “Extended Consent Payment and Withdrawal Deadline“), which is equal to approximately 90.87% of the original outstanding principal amount of the Notes.
Accordingly, subject to the terms and conditions of the Offer as set forth in the Statement, the Company has accepted for purchase all Tendered Notes validly tendered together with the related Consents as of the Extended Consent Payment and Withdrawal Deadline and expects that payment for all Tendered Notes validly tendered and Consents validly delivered at or prior to the Extended Consent Payment and Withdrawal Deadline and accepted by the Company will be made on July 19, 2022 (the “Final Settlement Date“). Holders who validly tendered their Tendered Notes and validly delivered their Consents will receive the Total Consideration (which shall include the Consent Payment), which shall be equal to $1,042.50 per $1,000 principal amount of the Tendered Notes accepted for purchase by the Company on the Final Settlement Date. On the Final Settlement Date, the Company will also pay accrued and unpaid interest on the Tendered Notes from the last applicable interest payment date for the Tendered Notes up to, but excluding, the Final Settlement Date.
The Company’s obligation to pay for the Tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement. See “Conditions to the Offer and the Consent Solicitation” in the Statement. With respect to the New Debt Condition set forth in the Statement, on July 14, 2022 the Company entered into a U.S. dollar denominated credit facility for up to $240,000,000, with among others, certain affiliates of the Dealer Managers (the “Credit Facility“), which is expected to be fully disbursed on July 18, 2022. Once the Credit Facility has been fully disbursed, the New Debt Condition shall have been satisfied.
Furthermore, the Company hereby announces that it has obtained the Requisite Consents (as defined in the Statement) necessary to give effect to the Proposed Amendments. As a result, the Company expects that the first supplemental indenture to the Indenture (the “First Supplemental Indenture“) effecting the Proposed Amendments will be executed on July 19, 2022, or promptly thereafter. The First Supplemental Indenture will become effective upon its execution and delivery by the Company, as issuer, and the Trustee, as trustee, and payment in full of the Total Consideration (which includes the Consent Payment).
Global Bondholder Services Corporation has been retained to act as tender agent and information agent for the Offer and Consent Solicitation. Copies of the Statement are available to holders of Notes from the Tender Agent and Information Agent at +1 (855) 654-2015.
BNP Paribas Securities Corp. and Citigroup Global Markets Inc. are acting as dealer managers for the Offer and solicitation agents for the Consent Solicitation. Questions regarding the Offer may be directed to BNP Paribas Securities Corp. at +1 (888) 210-4358 and Citigroup Global Markets Inc. at +1 (212) 723-6106 or +1 (800) 558-3745 (toll-free).
NO ONE HAS BEEN AUTHORIZED BY THE COMPANY, THE DEALER MANAGERS AND SOLICITATION AGENTS OR THE INFORMATION AGENT TO MAKE ANY RECOMMENDATIONS AS TO WHETHER OR NOT HOLDERS SHOULD HAVE TENDERED THEIR NOTES OR DELIVERED CONSENTS IN CONNECTION WITH THE OFFER OR THE SOLICITATION.
Neither the Statement, this press release, nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement, this press release, or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
In addition, neither the Statement, this press release nor any related documents have been filed with or been reviewed or authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV”). The Company has not filed with the CNBV a request for authorization of the Offer and the Consent Solicitation. The Offer and the Consent Solicitation does not constitute a public offering in Mexico and it may not be publicly distributed in Mexico. The Offer and the Consent Solicitation may only be made available in Mexico to investors that qualify as institutional or accredited investors (inversionistas institucionales or inversionistas calificados), solely pursuant to the private offering exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. Neither the Statement, this press release nor any related documents may be publicly advertised, marketed, distributed in Mexico. Furthermore, the CNBV has not confirmed the accuracy or determined the adequacy of this Offer.
The Offer and the Consent Solicitation is being made solely on the terms and conditions set forth in the Statement as amended by this press release. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Offer and the Consent Solicitation is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Statements in this press release may be “forward-looking statements,” which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management’s estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe, “estimate” and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management’s expectations due to a variety of factors. The forward-looking statements that we make in this press release are based on management’s current views and assumptions regarding future events and speak only as of their dates and are subject to risks such as described in the Statement. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.
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SOURCE Controladora Mabe, S.A. de C.V.
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