MEXICO CITY, Oct. 9, 2024 — Grupo Kaltex, S.A. de C.V. (“Kaltex” or the “Company“) announced today the expiration and final results of their previously announced 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“) and the related solicitation (the “Solicitation“) of consents (“Consent“) from the holders of Notes 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 Proposed Amendments, if they become operative, may have adverse consequences for Holders that did not tender their Notes in the Offer.
The Offer and the Solicitation was made 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“). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Statement. 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.
On September 11, 2024, the Company commenced the Offer and Solicitation. According to information received from D.F. King & Co., Inc., the information and tender agent (the “Information Agent“) for the Offer and Solicitation, as of the Early Tender Date, the Company had received valid tenders of Notes and corresponding Consents in an amount in excess of the 75% in aggregate principal amount of the outstanding Notes required for the implementation of the Proposed Amendments (the “Requisite Consents“) pursuant to the terms of the Offer and Solicitation. Furthermore, in accordance with information received from the Information Agent for the Offer and Solicitation, as of the Expiration Time, the Company had received valid tenders of Notes representing a total aggregate principal amount U.S.$103,516,000 (or 89.81% of the aggregate principal amount of the Notes outstanding).
Accordingly, subject to the terms and conditions set forth in the Statement, the Company has accepted for purchase the Notes validly tendered as of 5:00 p.m. New York City time, on October 8, 2024 (the “Expiration Time“), and expects that payment for all Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time and accepted by the Company will be made on or about October 11, 2024 (the “Settlement Date“). Holders who validly tendered their Notes, and whose tendered Notes were accepted for purchase, at or prior to the Expiration Time, will receive the Total Consideration on the Settlement Date. In addition, the Company will also pay accrued and unpaid interest, if any, on such Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date, and any additional amounts as set forth in the Statement.
Notwithstanding any other provision of the Offer or the 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. With respect to the Financing Condition, the Company entered into a Mexican Peso denominated credit agreement, dated April 19, 2024, with among others, Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo, and Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, as lenders (the “New Financing“), which is expected to be disbursed on October 11, 2024 in an amount sufficient to yield net cash proceeds sufficient to fund, in whole or in part, as applicable, the Total Consideration for the tendered Notes accepted in the Offer, including Accrued Interest plus fees and expenses related to the Offer and the Consent Solicitation. Once such disbursement under the New Financing has been made, the Financing Condition shall have been satisfied.
Furthermore, the Company hereby announces that it expects that the first supplemental indenture to the Indenture effecting the Proposed Amendments will be executed on October 9, 2024 or promptly thereafter. Such supplemental indenture will become effective upon its execution and delivery by the Company, the Trustee and the other parties thereto; however, the Proposed Amendments will not become operative unless and until the conditions described in the Statement for the operation of the Proposed Amendments have been satisfied.
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 were 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 were not made to, and the Company has not accepted 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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