CONTROLADORA MABE, S.A. DE C.V. Announces Early Tender Results, Amendment of the Total Consideration and Extension of the Consent Payment and Withdrawal Deadline of its Cash Tender Offer for Any and All of its 5.600% Senior Guaranteed Notes due 2028 and Consent Solicitation.

Published: Jun. 30, 2022 at 8:01 AM CDT

MEXICO CITY, June 30, 2022 /PRNewswire/ -- Controladora Mabe, S.A. de C.V. (the "Company" or "we") announced today that it has amended certain terms (including the Total Consideration and Consent Payment and Withdrawal Deadline, as detailed below) 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 of consents (the "Consents") from the holders of Notes to certain amendments to the indenture governing the Notes (the "Consent Solicitation").

The Offer and the Consent Solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 15, 2022 (the "Statement"), as amended by this press release. Capitalized terms used in this release but not otherwise defined have the meanings given to them in the Statement.

The Company hereby amends the terms of the Offer and Consent Solicitation as follows:

(a) The method of determination of the Total Consideration per Note is changed from the price calculated pursuant to Schedule I to the Statement to a fixed price total consideration of $1,042.50 for each $1,000 principal amount of Notes tendered (which includes the Consent Payment of $50.00, which remains unchanged) (the "New Total Consideration"), plus Accrued Interest thereon to the Final Settlement Date.

The following table summarizes the changes to the pricing terms of the Offer:

Notes

CUSIP Nos./ISINs

Principal
Amount Outstanding

New Total
Consideration
(1)(2)

Consent Payment

5.600% Senior
Guaranteed
Notes due 2028

Rule 144A CUSIP No.: 21240B AD3

Reg S CUSIP No.: P3100S AC8

Rule 144A ISIN: US21240BAD38

Reg S ISIN: USP3100SAC81

$370,000,000

$1,042.50

$50.00








(1)

Inclusive of Consent Payment.

(2)

The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase, excluding Accrued Interest on the Notes to the Final Settlement Date. Holders whose Notes are accepted for purchase will also receive Accrued Interest up to, but excluding, the Final Settlement Date.

The Company is changing the method of determination of the original Total Consideration as a result of the volatility of the Reference Security (which is the 2.625% U.S. Treasury Note due May 31, 2027) since the date of commencement of the Offer and the Consent Solicitation. The original Total Consideration for each $1,000 principal amount of Notes was equal to the following (as calculated pursuant to Schedule I to the Statement): (i) the present value on the Initial Settlement Date of (x) $1,000, the principal amount payable on the Notes on the Reference Date, and (y) all scheduled interest payments on the Notes from the Initial Settlement Date up to and including the Reference Date, in each case discounted on the basis of a yield to maturity equal to the sum of (a) the yield to maturity of the Reference Security, based on the bid-side price of the Reference Security at 11:00 a.m., New York City time, on June 29, 2022, as displayed on the Bloomberg Government Pricing Monitor Page FIT1, plus (b) 145 basis points, minus (ii) accrued and unpaid interest on the Notes from, and including, the last interest payment date to, but not including, the Initial Settlement Date.

(b) The payment of the New Total Consideration will be made available to all Holders who have validly tendered their Notes and delivered the related Consents as of the date hereof and to all Holders who may validly tender their Notes and deliver the related Consents on or prior to the Offer Expiration Time, which is 11:59 p.m., New York City time, on July 14, 2022, in each case, provided that such Holders do not validly withdraw such Notes and revoke such Consents at or prior to the Extended Consent Payment and Withdrawal Deadline (as defined below).

(c) The Consent Payment and Withdrawal Deadline is extended through the Offer Expiration Time. As a result, (i) all references in the Statement to the "Initial Settlement Date" shall be deemed to refer to the "Final Settlement Date", and (ii) all references in the Statement to the "Consent Payment and Withdrawal Deadline" shall be deemed to refer to 11:59 p.m., New York City time, on July 14, 2022 (the "Extended Consent Payment and Withdrawal Deadline").

Holders who have validly tendered (and not withdrawn) their Notes on or prior to the original Consent Payment and Withdrawal Deadline will be able to withdraw their Notes at or prior to the Extended Consent Payment and Withdrawal Deadline if they no longer wish to participate in the Offer and the Consent Solicitation. Holders who have previously validly tendered (and not withdrawn) their Notes and wish to continue to participate in the Offer and the Consent Solicitation will not be required to re-tender their Notes and re-deliver their Consents to be eligible to receive the New Total Consideration.

Except as described above, the terms of the Offer and the Consent Solicitation remain unchanged, including, without limitation, the Offer Expiration Time and the Final Settlement Date. The terms and conditions of the Offer and the Consent Solicitation are described in the Statement, as amended by this press release.

According to information received from Global Bondholder Services Corporation, the Tender Agent and Information Agent, as of 5:00 p.m., New York City time, on June 29, 2022 (the original Consent Payment and Withdrawal Deadline), the Company had received valid tenders of Notes for an aggregate principal amount equal to U.S.$328,285,000, representing 88.73% of the aggregate principal amount of the outstanding Notes as of the date hereof.

Notwithstanding any other provision of the Offer or the Consent Solicitation set forth in the Statement (as amended by this press release), the Company's obligation to accept for purchase, and to purchase, Notes validly tendered pursuant to the Offer (including the Company's obligation to make Consent Payments as part of the New Total Consideration with respect to Consents delivered pursuant to the Consent Solicitation) is conditioned upon the satisfaction or waiver of: (i) the New Debt Condition; and (ii) the General Conditions. See "Conditions to the Offer and the Consent Solicitation" in the Statement.

Global Bondholder Services Corporation has been retained to act as tender agent and information agent for the Offer and Consent Solicitation (the "Tender Agent and Information Agent"). 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).

Disclaimer

This press release must be read in conjunction with the Statement. This press release and the Statement contain important information which must be read carefully before any decision is made with respect to the Offer and the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer and the Consent Solicitation. None of the Company, the dealer manager, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer and the Consent 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.

Forward-Looking Statements

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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