MEXICO CITY, May 1, 2023 — Grupo IDESA, S.A. de C.V. (the “Company”) announced today the settlement on April 28, 2023 (the “Settlement Date”) of the exchange offer and consent solicitation (the “Offer and Solicitation”) for its 9.375% Senior Notes due 2026 (the “Existing Secured Notes”) on the terms previously announced in the offering and solicitation memorandum dated March 28, 2023 (as supplemented from time to time, the “Offering Memorandum”). The Existing Secured Notes tendered in the Offer and Solicitation were exchanged for 6.500% Senior Notes due 2028 (the “New Secured Notes”). In addition, pursuant to the Offer and Solicitation, certain amendments to the terms and conditions of the Existing Secured Notes were adopted and became effective on the Settlement Date. The New Secured Notes were distributed to participating holders through DTC. The CUSIPs/ISINs for the New Secured Notes are 40053LAC9/US40053LAC90 (144A) and P4954WAC4/ USP4954WAC49 (Regulation S). Additionally, on April 21, 2023, the Company capitalized US$310 million (equivalent to MXP$5,615,805,000.00) of its outstanding debt with its main financial lender.
A total of US$287 million of the Existing Secured Notes (or approximately 92.2% of the outstanding principal amount thereof) were validly tendered in the Offer and Solicitation with (i) approximately US$117 million in aggregate principal amount of Existing Secured Notes electing Early A Consideration; (ii) approximately US$170 million in aggregate principal amount of Existing Secured Notes electing Early B Consideration, and (iii) the remainder of the Existing Secured Notes receive the Base Exchange Consideration. On the Settlement Date, Eligible Holders that elected Early A Consideration received approximately 86% and 14% of the Early A Consideration in cash and New Secured Notes, respectively. 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 has applied to list the New Secured Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
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 were 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 were also 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.
Luxembourg Listing, Paying and Transfer Agent
Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer
1115 Luxembourg, Luxembourg
Attn: Serge Pereira
Phone: +00 (352) 42122-6430
Email: [email protected]
SOURCE Grupo IDESA, S.A. de C.V.
