Controladora Mabe, S.A. de C.V. Announces Offer to Exchange Outstanding Debt Securities for New Notes under an Existing Indenture
MEXICO CITY, May 14, 2012 /PRNewswire/ -- Controladora Mabe, S.A. de C.V. (the "Company") has announced the commencement of a private exchange offer (the "Exchange Offer") for any and all of its outstanding 6.500% Senior Guaranteed Notes due 2015 (the "Old Notes") held by Eligible Holders (as defined below) for its 7.875% Senior Guaranteed Notes due 2019 (the "New Notes"). The New Notes will be guaranteed by the Company's subsidiaries Mabe, S.A. de C.V., Mabe Mexico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V.
The Company is offering to exchange each US$1,000 principal amount of Old Notes for (a) US$1,000 principal amount of New Notes if the Old Notes are tendered and not validly withdrawn prior to or on May 29, 2012, unless extended by the Company (the "Early Participation Date") or (b) US$950 principal amount of New Notes if the Old Notes are tendered and not validly withdrawn after the Early Participation Date and prior to or at 5:00 p.m. (New York City time) on June 11, 2012, unless extended by the Company (the "Expiration Date").
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. Accordingly, the Exchange Offer will only be directed, and copies of the offering documents will only be made available, to a holder of the Old Notes who has certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act (each, an "Eligible Holder").
In connection with the Exchange Offer, the Company is soliciting consents from holders of Old Notes to proposed amendments to the indenture pursuant to which the Old Notes were issued (the "Consent Solicitation"). The purpose of the Consent Solicitation is to eliminate the majority of the restrictive covenants and an event of default applicable to the Old Notes.
The Exchange Offer and the Consent Solicitation are being conducted upon the terms and subject to the conditions set forth in an Offering Memorandum and Consent Solicitation Statement, dated May 14, 2012 (the "Statement"), and the related consent and letter of transmittal. The Exchange Offer is subject to certain conditions, including the requirement that the Company receive valid tenders, not validly withdrawn, of at least a majority of the aggregate principal amount of Old Notes, which the Company may assert or waive in full or in part in its sole discretion, and to the condition that the New Notes are fungible for U.S. federal income tax purposes with the Company's 7.875% Senior Guaranteed Notes due 2019 that were originally issued on October 28, 2009 (the "Existing Notes"). Although the Company has no present plans to do so, it reserves the right to amend, at any time, the terms and conditions of, or terminate, the Exchange Offer and the Consent Solicitation.
Tenders of Old Notes in the Exchange Offer may be validly withdrawn at any time prior to 5:00 p.m. (New York City time) on May 29, 2012, subject to any extension by the Company (the "Withdrawal Deadline"), but will thereafter be irrevocable, except where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offer after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law.
The Company expects that Eligible Holders who validly tender their Old Notes before the Expiration Date will receive their New Notes promptly following the Expiration Date.
The Company will also pay to holders of the Old Notes accrued and unpaid interest, if any, in cash on their Old Notes accepted in the Exchange Offer from December 15, 2011 to, but not including, the settlement date, less accrued and unpaid interest on the New Notes to be received by such holders from April 28, 2012 (the most recent interest payment date on the Existing Notes) to, but not including the settlement date. Interest will begin to accrue on the New Notes on April 28, 2012.
The New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The New Notes are being issued only to qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons under Rule 903 of Regulation S under the Securities Act.
The New Notes will form a single series with the Existing Notes and will mature on October 28, 2019. The New Notes will have substantially the same terms and conditions as those of the Existing Notes, except that: (i) the New Notes will be issued on the settlement date; (ii) interest on the New Notes payable on October 28, 2012 will accrue from April 28, 2012 (the most recent interest payment date for the Existing Notes); and (iii) (a) until the first anniversary of the settlement date, the New Notes issued pursuant to Rule 144A under the Securities Act will have different CUSIP and ISIN numbers than those of the Existing Notes issued on October 28, 2009 in reliance on Rule 144A under the Securities Act and will not be fungible for trading purposes with such Existing Notes and (b) until 40 days after settlement date, the New Notes issued in reliance on Regulation S under the Securities Act will have different CUSIP and ISIN numbers than those of the Existing Notes issued on October 28, 2009 pursuant to Regulation S under the Securities Act and will not be fungible for trading purposes with such Existing Notes. The New Notes will, however, vote together with the Existing Notes as from the settlement date.
Documents relating to the Exchange Offer and the Consent Solicitation will only be distributed to holders of Old Notes who complete and return a letter of eligibility confirming that they are within the category of Eligible Holders for the Exchange Offer. Holders of Old Notes who desire to receive a copy of the eligibility letter may contact Global Bondholder Services Corporation, the information agent for the Exchange Offer and the Consent Solicitation, at 866-470-4300 (toll free) or 212-430-3774 (collect).
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer and the Consent Solicitation are being made solely by the Statement and related consent and letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
About the Company
The Company is a leading manufacturer and distributor of ranges, refrigerators, clothes dryers and washing machines. Founded in 1946 and operating as a joint venture with General Electric Company since 1987, the Company currently has operations throughout North, Central and South America. For additional information, please refer to the Statement.
THIS PRESS RELEASE IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISION NACIONAL BANCARIA Y DE VALORES, OR "CNBV"). THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATION PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE NEW NOTES OR OUR SOLVENCY. THE NEW NOTES MAY NOT BE OFFERED OR SOLD IN MEXICO, ABSENT AN AVAILABLE EXEMPTION UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY PARTICIPATE IN THE EXCHANGE OFFER OR ACQUIRE NEW NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US AND THE SUBSIDIARY GUARANTORS.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements about future events that are subject to different risks and uncertainties; it is important to note that past results do not assure or guarantee the behavior of future results. There are a significant number of factors that may cause real results to materially differ from plans, objectives, expectations, estimations and intentions expressed, such as declarations about future events. The Company does not assume any obligation to update any of the declarations as a result of new information, future actions or other related events.
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