SAN PEDRO GARZA GARCÍA, Mexico, Sept. 10, 2024 — Alfa, S.A.B. de C.V. (the “Company”) announced today that it has commenced a solicitation (the “Solicitation”) of consents (the “Consents”) and related CUSIP exchange offer upon the terms and subject to the conditions set forth in a Consent Solicitation and CUSIP Exchange Offer Statement (as it may be amended or supplemented from time to time, the “Statement”), dated as of September 10, 2024, to the proposed amendments (the “Proposed Amendments”) to the indenture, dated as of March 25, 2014 among the Company, The Bank of New York Mellon, as trustee (the “Trustee”), paying agent, registrar and transfer agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent (as amended, supplemented and modified, the “Indenture”), governing its 6.875% Senior Notes due 2044 (the “Notes”).
The Proposed Amendments would amend the Indenture to (i) clarify that the merger and sale covenant (Section 4.1) of the Indenture allows the Company to consummate the spin-off (escisión), sale or other transfer of its entire ownership stake in its subsidiary Alpek, S.A.B. de C.V. (the “Spin-Off”), (ii) modify the amendment provisions (Section 9.1(a)(iii) and Section 9.3(a)) and certain other applicable provisions of the Indenture to allow for amendments to be made without affecting the rights of each holder of Notes (each such holder, a “Holder”); and (iii) incorporate provisions to allow for the Note Guarantors (as defined below) to provide Note Guarantees (as defined below) with respect to all or a portion of the Notes. The Proposed Amendments will be effected by a supplemental indenture to the Indenture (the “First Supplemental Indenture”) that is described in more detail in the Statement.
The Solicitation will expire at 11:59 p.m., New York City time, on October 7, 2024, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the “Expiration Time”). The Solicitation is subject to customary conditions, including, among other things, the receipt of valid Consents with respect to a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”) prior to the Expiration Time (which Consents have not been properly revoked prior to the earlier of (i) the date on which the First Supplemental Indenture is executed and (ii) the Early Consent Deadline (as defined below) (the “Consent Date”)), and the receipt by the Company of the requisite approval of the Spin-Off by the Company’s shareholders (the “Spin-Off Approval Condition”).
In the event that each of the conditions to the Solicitation described in the Statement is satisfied or waived by the Company, including, but not limited to, the receipt of the Requisite Consents and the Spin-Off Approval Condition, the Company will (i) pay to each Eligible Holder (as defined below), who has delivered a valid Consent in respect of such Notes prior to 5:00 P.M., New York City time, on September 23, 2024 (the “Early Consent Deadline”) (and has not properly revoked such Consent prior to the Consent Date), US$10.00 in cash for each US$1,000 principal amount of such Notes in respect of which a valid Consent was so delivered (and was not properly revoked) (the “Early Consent Fee”) and (ii) cause the Note Guarantors to deliver to such Eligible Holders the Note Guarantees, as described below. The Company will pay the Early Consent Fee promptly, which is expected to be two business days following the Expiration Time as described in the Statement. Eligible Holders of Notes for which no Consent is delivered prior to the Early Consent Deadline (or Notes for which a valid Consent is delivered, but such Consent is validly revoked prior to the Consent Date), will not receive an Early Consent Fee, even though the First Supplemental Indenture and the Proposed Amendments, once operative, will bind all Holders and their transferees.
If the Requisite Consents are received on or prior to the Expiration Time, the Company intends to promptly execute the First Supplemental Indenture. The Proposed Amendments will not become operative unless and until the Spin-Off Approval Condition is satisfied and the Company has (a) consummated the Solicitation and (b) paid the Early Consent Fee and caused the Note Guarantees to be issued to each Eligible Holder entitled thereto. All Holders will be bound by the Proposed Amendments once operative, even if they did not deliver Consents to the Proposed Amendments. If the Requisite Consents are not received prior to the Expiration Time, the Proposed Amendments will not be adopted and the Early Consent Fee will not be paid.
In connection with the Solicitation, subject to the terms and conditions set forth in the Statement, including, but not limited to, the receipt of the Requisite Consents and the Spin-Off Approval Condition, the Company will cause Sigma Alimentos, S.A. de C.V. and certain of its subsidiaries (the “Note Guarantors”) to deliver to those Eligible Holders who delivered valid Consents approving the Proposed Amendments prior to the Early Consent Deadline, and who have not validly revoked such Consents prior to the Consent Date, a full and irrevocable guarantee of the Notes held by such Eligible Holders (the “Note Guarantee”). The Note Guarantees will only apply to Notes for which Consents have been validly delivered prior to the Early Consent Deadline and not validly revoked prior to the Consent Date (the “Guaranteed Notes”) unless the Solicitation is withdrawn or terminated by the Company. The Note Guarantees will not apply to any Notes for which no Consent is delivered prior to the Early Consent Deadline (or Notes for which a valid Consent is delivered, but such Consent is revoked prior to the Consent Date) or Notes for which Consent is delivered after the Early Consent Deadline (the “Non-Guaranteed Notes”), even though the Proposed Amendments, once operative, will bind all Holders and their transferees.
If the Note Guarantees are issued but Consents of Holders of less than 100% of the outstanding principal amount of the Notes have been validly delivered prior to the Early Consent Deadline and not validly revoked prior to the Consent Date, the Guaranteed Notes will trade under a new CUSIP number to reflect the Note Guarantees and the Non-Guaranteed Notes will continue to trade under the existing CUSIP number. The Note Guarantees will only apply to the Guaranteed Notes under the new CUSIP and Non-Guaranteed Notes under the existing CUSIP will not benefit from the Note Guarantees. The Company reserves the right, in its sole discretion, to extend the Note Guarantees to all Holders at any time pursuant to the terms of the Indenture, in which case all Notes would benefit from the Note Guarantees and would continue to trade under the existing CUSIP number for the Notes.
The Consent Solicitation is being made to Holders of the Notes who are (a) “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), in compliance with Rule 144A under the Securities Act and (b) persons other than “U.S. persons” as defined in Regulation S under Securities Act, who are not delivering Consents for the account or benefit of a U.S. person and who are “non-U.S. qualified offerees” (as defined under “Procedures for Delivering Consents – Eligibility to Participate in the Consent Solicitation” in the Statement), in offshore transactions in compliance with Regulation S under the Securities Act. Only Holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review this Statement and to participate in the Solicitation (such Holders, “Eligible Holders”).
Subject to applicable law, the Solicitation may be terminated at any time prior to the Expiration Time, in the Company’s sole discretion, whether or not the Requisite Consents have been received, in which case any Consents received will be voided, no Early Consent Fee will be paid to any Eligible Holders and the Note Guarantees will not be issued to any Eligible Holders.
The Company has engaged J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., as solicitation agents (the “Solicitation Agents”) and D.F. King & Co., Inc. to act as Information and Tabulation Agent for the Solicitation. Questions regarding the Solicitation may be directed to J.P. Morgan Securities LLC at (866) 846-2874 (toll-free) or (212) 834-4533 (collect), Scotia Capital (USA) Inc. at (833) 498-1660 (toll-free) or (212) 225-5559 (collect) and SMBC Nikko Securities America, Inc. at (888) 284-9760 (toll-free) or (212) 224-5163 (collect). Requests for documents relating to the Solicitation may be directed to D.F. King & Co., Inc. at (866) 340-7108 (toll free), (212) 269-5550 (banks and brokers) or email: [email protected].
This press release is for informational purposes only and the Solicitation is only being made pursuant to the terms of the Statement. The Solicitation is not being made to, and Consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such Consent. None of the Company, the Note Guarantors, the Trustee, the Solicitation Agent or the Information and Tabulation Agent makes any recommendation as to whether or not Eligible Holders should deliver Consents. Each Eligible Holder must make its own decision as to whether or not to deliver its Consent.
Neither the Statement nor any documents related to the Solicitation have been filed with, and have not been approved, disapproved, or reviewed the content of the information of this release, or the accuracy, adequacy or truthfulness of the information contained herein, by any federal or state securities commission or regulatory authority of any country, including, but not limited, the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Forward-Looking Statements
Some of the statements in this press release constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “target”, “estimate”, “project”, “forecast”, “guideline”, “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying those statements. Specific forward-looking statements include, among others, statements as to the Proposed Amendments, the Note Guarantees and the expected payment of the Early Consent Fee.
You should not place undue reliance on forward-looking statements, which are based on current expectations. Forward-looking statements are not guarantees of performance. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. They involve risks, uncertainties and assumptions. Our future results may differ materially from those expressed in forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. All forward-looking statements in this press release are made as of the date hereof, based on information available to us as of such date, and we assume no obligation to update any forward-looking statement.
SOURCE Alfa, S.A.B. de C.V.
