MEXICO CITY, April 12, 2023 — On March 28, 2023, Grupo IDESA, S.A. de C.V. (the “Company”) announced the commencement of an exchange offer and consent solicitation (the “Offer and Solicitation”) for any and all of its outstanding 9.375% Senior Notes due 2026 (the “Existing Secured Notes”) held by Eligible Holders (defined below) for 6.500% Senior Notes due 2028 (the “New Secured Notes”) to be issued by the Company and cash consideration, as applicable, and accrued and unpaid interest on the Existing Secured Notes through, but excluding, the settlement date of the Offer and Solicitation to be paid in cash. Terms used but not defined below have the meaning assigned to them in the Offering Memorandum dated March 28, 2023 (the “Offering Memorandum”) related to the Offer and Solicitation, as supplemented by the First Supplement dated April 12, 2023 (the “First Supplement”).
Global Bondholder Services Corporation, exchange and information agent for the Offer and Solicitation, advised the Company that as of 5:00 p.m., New York City time, on April 11, 2023 (the “Early Tender Date”) approximately US$286 million in aggregate principal amount of Existing Secured Notes, representing approximately 92% of the outstanding Existing Secured Notes, were validly tendered with (i) approximately US$116 million in aggregate principal amount of Existing Secured Notes electing Early A Consideration and (ii) approximately US$170 million in aggregate principal amount of Existing Secured Notes electing Early B Consideration. Based on the aggregate principal amount of Existing Secured Notes tendered as of the Early Tender Date, Eligible Holders electing Early A Consideration will receive approximately 86% and 14% of the Early A Consideration in cash and New Secured Notes, respectively. Additionally, the Minimum Tender Condition was satisfied as of the Early Tender Date.
The Offer and Solicitation will expire at 5:00 p.m., New York City time, on April 25, 2023 (the “Expiration Date”), unless extended by the Company in its sole discretion. Existing Secured Notes validly tendered and accepted for exchange on or after the date hereof but at or prior to the Expiration Date will only receive the Base Exchange Consideration consisting of New Secured Notes, as described in the Offering Memorandum and the First Supplement. Existing Secured Notes tendered and Consents delivered in the Offer and Solicitation will be irrevocable, except to the extent of any withdrawal rights required by applicable law.
The other terms of the Offer and Solicitation remain unchanged from those described in the Offering Memorandum, except that the First Supplement (i) adds a covenant preventing the company and certain of its subsidiaries from making payments on the Financing Agreement if an Event of Default has occurred with respect to the New Secured Notes, (ii) clarifies the definition of “Subsidiary Guarantor Collateral” and “Permitted Investments” and (iii) provides supplemental information regarding Braskem Idesa. The Offer and Solicitation are being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum, as supplemented by the First Supplement, and beneficial owners of Existing Secured Notes should carefully read the Offering Memorandum and the First Supplement regarding the relevant procedures and timing to tender their Existing Secured Notes.
The New Secured Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, unless so registered, the New Secured Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The Company intends to apply to list the New Secured Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
The Offer and Solicitation are only made, and copies of the offering documents will only be made available, to a holder of the Existing Secured Notes who has certified its status as (1) both a “Qualified Purchaser” for purposes of Section 3(c)(7) under the Investment Company Act of 1940 and 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 in Rule 902(k) under the Securities Act who is not a “Disqualified Non-U.S. Holder” (each, an “Eligible Holder”).
THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THE OFFER AND SOLICITATION ARE BEING MADE SOLELY BY THE OFFERING MEMORANDUM THAT MAY BE OBTAINED FROM THE EXCHANGE AND INFORMATION AGENT AND ONLY TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
The New Secured Notes have not been and will not be registered under the Securities Act. The Offer and Solicitation are made in the United States only to U.S. Persons that are qualified purchasers for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”) who are also “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act and to a person who is not a “U.S. person” as defined in Rule 902(k) under the Securities Act who is not a “Disqualified Non-U.S. Holder.” The New Secured Notes are also being offered outside the United States in compliance with Regulation S under the Securities Act. The Company, as issuer of the New Secured Notes, has not been registered as an investment company under the 1940 Act.
THE OFFER AND SOLICITATION IS NOT BEING MADE IN MEXICO. THE NEW SECURED NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE COMISIÓN NACIONAL BANCARIA Y DE VALORES (NATIONAL BANKING AND SECURITIES COMMISSION OF MEXICO, OR THE “CNBV”) AND, THEREFORE, THE NEW SECURED NOTES MAY NOT BE PUBLICLY OFFERED OR SOLD NOR BE THE SUBJECT OF BROKERAGE ACTIVITIES IN MEXICO, ABSENT AN AVAILABLE EXEMPTION UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW, THE COMPANY WILL NOTIFY CNBV OF THE OFFERING OF THE NEW SECURED NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR INFORMATION PURPOSES ONLY, AND THE DELIVERY OF SUCH NOTICE TO, AND THE RECEIPT OF SUCH NOTICE BY, THE CNBV, DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NEW SECURED NOTES, THE COMPANY’S SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THIS ANNOUNCEMENT AND THE OFFERING MEMORANDUM HAVE NOT BEEN FILED WITH THE CNBV, AND THE CNBV HAS NOT REVIEWED OR AUTHORIZED THE CONTENT OF THIS ANNOUNCEMENT OR THE OFFERING MEMORANDUM.
Eligible Holders that wish to obtain additional information with respect to the Offer and Solicitation, including accessing the Offering Memorandum, please visit:
https://gbsc-usa.com/eligibility/idesa
Exchange and Information Agent
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
212-430-3774 (Banks and Brokers)
855-654-2015 (toll free)
[email protected]
Attn: Corporate Actions
SOURCE Grupo IDESA, S.A. de C.V.
