GRUPO KALTEX ANNOUNCES THE COMMENCEMENT OF AN OFFER TO PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING 14.500% SENIOR SECURED NOTES DUE 2025 AND SOLICITATION OF CONSENTS

MEXICO CITY, Sept. 11, 2024 — Grupo Kaltex, S.A. de C.V. (“Kaltex” or the “Company”) announced today the commencement of an offer to purchase for cash any and all of the outstanding 14.500% Senior Secured Notes due 2025 (CUSIP Nos. 40054F AC1; P4953V CC5 and ISIN Nos. US40054FAC14; USP4953VCC56) (the “Notes“) issued by Kaltex (the “Offer“), upon the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated September 11, 2024 (the “Statement“).

The Offer will expire at 5:00 p.m., New York City time, on October 8, 2024, unless extended or earlier terminated by Kaltex in its sole discretion (such time, as the same may be extended or earlier terminated, the “Expiration Time”). Registered Holders of the Notes must validly tender their Notes before the Expiration Time to be eligible to receive the applicable consideration (as described below). To be eligible to receive the Early Tender Consideration (as defined below), Holders must tender their Notes and deliver their Consents (as defined below) before 5:00 p.m., New York City time, on September 24, 2024, unless extended or earlier terminated by Kaltex in its sole discretion (such time, as the same may be extended or earlier terminated, the “Early Tender Date“). Tendered Notes may be withdrawn and Consents may be revoked in accordance with the terms of the Statement prior to 5:00 p.m., New York City time, on September 24, 2024, but not thereafter, other than as required by applicable law, unless such time is extended by Kaltex in its sole discretion (such time, as the same may be extended, the “Withdrawal Deadline“). The Offer and the Solicitation are subject to the satisfaction of certain conditions, including, without limitation, the Financing Condition (as defined in the Statement), and the other conditions set forth in the Statement.

The following table summarizes the material terms of the Offer:

Holders must validly tender and not validly withdraw their Notes at or prior to the Early Tender Date in order to be eligible to receive the Total Consideration with respect to the Notes accepted for purchase by Kaltex, payable on the Early Settlement Date (as defined below).  Holders validly tendering their Notes after the Early Tender Date and at or prior to the Expiration Time will be eligible to receive with respect to the Notes accepted for purchase by Kaltex only the Tender Offer Consideration, payable on the Final Settlement Date (as defined below).

The “Settlement Date” in respect of any Notes that are validly tendered at or prior to the Early Tender Date and not validly withdrawn at or prior to the Withdrawal Deadline, and accepted by Kaltex for purchase in the Offer, will be after the Early Tender Date but prior to the Expiration Time (as determined by Kaltex), assuming all conditions to the Offer have been satisfied at such time (the “Early Settlement Date” which is expected to occur on or about October 1, 2024). The “Settlement Date” in respect of any Notes that are validly tendered after the Early Tender Date, but at or prior to the Expiration Time, and accepted by Kaltex for purchase in the Offer, will be promptly after the Expiration Time (the “Final Settlement Date“) and is expected to be on or about October 11, 2024. No tenders of Notes submitted after the Expiration Time will be valid.

Holders whose Notes are accepted for purchase will also receive, in addition to the Total Consideration or Tender Offer Consideration (as applicable), accrued and unpaid interest on such Notes from, and including, the last interest payment date for the Notes to, but excluding, the applicable Settlement Date.

Consent Solicitation

Concurrently with the Offer, the Company is soliciting (the “Solicitation“) from the Holders a consent (“Consent“) to certain proposed amendments to the indenture, dated as of December 20, 2022 (as amended and supplemented as of the date hereof, the “Indenture”), among the Company, the Note Guarantors, The Bank of New York Mellon, as trustee, paying agent, registrar, and transfer agent and Banco Monex S.A. Institucion de Banca Multiple, Monex Grupo Financiero, as collateral agent, under which the Notes were issued, including releasing all of the collateral securing the Notes, eliminating substantially all of the restrictive covenants and certain events of default and related provisions and shortening the minimum notice period for the optional redemption of the Notes by the Company to three days, rather than 30 days (the “Proposed Amendments“).

The valid tender of Notes by a Holder pursuant to the Offer and the Solicitation will be deemed to constitute the giving of a Consent by such Holder to the Proposed Amendments as set forth in the supplemental indenture. No separate Consent payment or fee is being offered or will be paid to Holders in the Solicitation. There is no consent and letter of transmittal in connection with the Offer and the Solicitation. The valid electronic tender of Notes in accordance with DTC’s ATOP procedures shall constitute the Consent of such Holder to the Proposed Amendments. Holders may not tender their Notes without delivering their Consents pursuant to the Solicitation and may not deliver their Consents without tendering their Notes pursuant to the Offer. The Proposed Amendments require the Consent of Holders of at least 75% in aggregate principal amount of the outstanding Notes (the “Requisite Consents“). The Proposed Amendments, if they become operative, may have adverse consequences for Holders that do not tender their Notes in the Offer.

The Offer or Solicitation may be amended, extended or terminated, and any condition with respect thereto may be waived by the Company, separately.

Notwithstanding any other provision of the Offer or the Consent Solicitation set forth in the Statement, the Company’s obligation to accept for purchase, and to purchase, Notes validly tendered pursuant to the Offer is conditioned upon the satisfaction or waiver of: (i) the Financing Condition (as defined in the Statement); (ii) receiving the Requisite Consents to effect the Proposed Amendments; and (iii) the other conditions described in the Statement). See “Conditions to the Offer and the Solicitation” in the Statement.

The Company has entered into certain Support Agreements, with certain holders of the Notes (the “Consenting Noteholders“) whereby the Consenting Noteholders have agreed to tender their Notes in the Offer subject to the terms and conditions set forth therein. The Consenting Noteholders represent 72.14% of the Notes outstanding as of the date of this Statement.

D.F. King & Co., Inc is acting as the information and tender agent (the “Information and Tender Agent“) for the Offer. Copies of the Statement are available to holders of Notes from the Tender Agent and Information Agent at +1 (212) 269-5550 and +1 (800) 487-4870 and at [email protected] 

BCP Securities, Inc., is acting as dealer manager and solicitation agent for the Offer and Consent Solicitation. Questions regarding the Offer may be directed to BCP Securities, Inc., at +1-203-629-2186 [email protected].

Disclaimer

This press release must be read in conjunction with the Statement. This press release and the Statement contain important information which must be read carefully before any decision is made with respect to the Offer and the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer and the Consent Solicitation. None of the Company, the dealer manager, the information and tender agent, the trustee, the registrar, the paying agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer and the Consent Solicitation.

Neither the Statement nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

In addition, neither the Statement nor any related documents have been filed with or been reviewed or authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV”). The Company has not filed with the CNBV a request for authorization of the Offer and the Consent Solicitation. The Offer and the Consent Solicitation does not constitute a public offering in Mexico and it may not be publicly distributed in Mexico. The Offer and the Consent Solicitation may only be made available in Mexico to investors that qualify as institutional or accredited investors (inversionistas institucionales or inversionistas calificados), solely pursuant to the private offering exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. Neither the Statement nor any related documents may be publicly advertised, marketed, distributed in Mexico. Furthermore, the CNBV has not confirmed the accuracy or determined the adequacy of this Offer.

The Offer and the Consent Solicitation is being made solely on the terms and conditions set forth in the Statement. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Offer and the Consent Solicitation is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Forward-Looking Statements

Statements in this press release may be “forward-looking statements,” which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management’s estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe, “estimate” and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management’s expectations due to a variety of factors. The forward-looking statements that we make in this press release are based on management’s current views and assumptions regarding future events and speak only as of their dates and are subject to risks such as described in the Statement. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

SOURCE Grupo Kaltex, S.A. de C.V.

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