SAN PEDRO GARZA GARCÍA, Mexico, Oct. 8, 2024 — Alfa, S.A.B. de C.V. (the “Company”) announced today that the Company received consents (“Consents”) from the holders of US$459,041,000 in aggregate principal amount representing approximately 91.81% of its outstanding 6.875% Senior Notes due 2044 (the “Notes”) as of 11:59 p.m., New York City time, on October 7, 2024 (the “Expiration Time”) in connection with the Company’s previously announced solicitation (the “Solicitation”) of Consents and related CUSIP exchange offer (the CUSIP exchange offer and the Solicitation being herein referred to collectively, as the context may require, as the Solicitation) upon the terms and subject to the conditions set forth in the Consent Solicitation and CUSIP Exchange Offer Statement, dated as of September 10, 2024 (the “Statement”) 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, 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 Notes.
As previously announced, the Company received the requisite Consents as of 5:00 p.m., New York City time, on September 23, 2024 (the “Early Consent Deadline”) and executed a first supplemental indenture to the Indenture (the “First Supplemental Indenture”) to implement the Proposed Amendments. Because all of the conditions to the Solicitation described in the Statement have been satisfied or waived by the Company as of the Expiration Time, including the Company’s waiver of the condition that the Company receive the requisite approval by the Company’s shareholders of the spin-off (escisión), sale or other transfer of the Company’s entire ownership stake in its subsidiary Alpek, S.A.B. de C.V., on October 9, 2024 (the “Settlement Date”), the Company will (i) pay to each Eligible Holder (as defined below), who delivered a valid Consent in respect of such Notes prior to the Early Consent Deadline (and did not properly revoked such Consent prior to the Early Consent Deadline), US$10.00 in cash for each US$1,000.00 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 Sigma Alimentos, S.A. de C.V. and certain of its subsidiaries to deliver a full and irrevocable guarantee of the Notes (the “Note Guarantees”) pursuant to a second supplemental indenture to the Indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture, the “Supplemental Indentures”). All outstanding Notes will benefit from the Note Guarantees, and will continue to trade under the existing CUSIP numbers.
Eligible Holders of Notes for which no Consent was delivered prior to the Early Consent Deadline (or Notes for which a valid Consent was delivered, but such Consent was validly revoked prior to the Early Consent Deadline) or Notes for which Consent was delivered after the Early Consent Deadline, will not receive an Early Consent Fee. The Proposed Amendments will become operative as of the Settlement Date and all holders of the Notes (the “Holders”) and their transferees will be bound by the Proposed Amendments and the Supplemental Indentures even if they did not deliver Consents to the Proposed Amendments.
The Solicitation was 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 returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentence were authorized to receive and review the Statement and to participate in the Solicitation (such Holders, “Eligible Holders”).
The Company engaged J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., as 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].
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.
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