Controladora Mabe, S.A. de C.V. Announces Early Results for Its Exchange Offer and Receipt of Requisite Consents in Its Consent Solicitation for Its 6.500% Senior Guaranteed Notes due 2015 and Extends Payment Period for Early Participation Consideration
MEXICO CITY, May 30, 2012 /PRNewswire/ -- Controladora Mabe, S.A. de C.V. (the "Company") today announced that, pursuant to its previously announced private exchange offer (the "Exchange Offer") for any and all of its outstanding 6.500% Senior Guaranteed Notes due 2015 (the "Old Notes") for its 7.875% Senior Guaranteed Notes due 2019 (the "New Notes") and the related solicitation of consents (the "Consent Solicitation") to certain previously announced proposed amendments to the indenture governing the Old Notes (the "Old Notes Indenture"), Eligible Holders (as defined below) of approximately US$130,443,000 in aggregate principal amount of Old Notes, representing 65.22% of the outstanding Old Notes, had validly tendered and not withdrawn their Old Notes and delivered the related consents at or prior to 5:00 p.m. (New York City time) on May 29, 2012 (the "Early Participation Date").
The Company has received the requisite consents to execute a supplemental indenture to the Old Notes Indenture containing the proposed amendments, which, among other items, amends certain provisions, including the majority of the restrictive covenants and an event of default, under the Old Notes Indenture.
The Company today also announced the extension of the payment period for the Early Participation Consideration (as defined below). The Exchange Offer is scheduled to expire at 5:00 p.m. (New York City time) on June 11, 2012 (the "Expiration Date"). All Eligible Holders who validly tender their Old Notes prior to the Expiration Date will receive US$1,000 in principal amount of New Notes for each US$1,000 in principal amount of such Old Notes, consisting of Exchange Consideration of US$950 in principal amount of New Notes (the "Exchange Consideration") plus Early Participation Consideration of US$50 in principal amount of New Notes (the "Early Participation Consideration"). All the other terms and conditions of the Exchange Offer remain unchanged.
Eligible Holders who validly tendered their Old Notes and delivered their consents (and which were not withdrawn) at or prior to the Early Participation Date will receive the Exchange Consideration plus the Early Participation Consideration. The withdrawal date occurred at 5:00 p.m. (New York City time) on May 29, 2012. All tenders of Old Notes not validly withdrawn prior to the withdrawal date are irrevocable.
All Eligible Holders whose Old Notes are validly tendered (and not withdrawn) and accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest on such Old Notes accepted for exchange 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 to, but not including, the settlement 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").
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 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. 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.
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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