BRITISH VIRGIN ISLANDS, June 10, 2024 — The Central America Bottling Corporation (the “Company“) today announced that the Company, together with CBC Bottling Holdco, S.L. and Beliv Holdco, S.L. (collectively with the Company, the “Co-Issuers“) have commenced a solicitation of consents (the “Consent Solicitation“) from the holders of their 5.250% Senior Guaranteed Sustainability-Linked Notes due 2029 (the “Notes“) to certain Proposed Amendments (as defined below) to the indenture governing the Notes (as amended, modified and/or supplemented from time to time, the “Indenture“), as further described below.
In accordance with the terms and conditions of the Consent Solicitation, the Co-Issuers are seeking consents from holders representing at least a majority (the “Requisite Consents“) in aggregate principal amount of the Notes to modify:
- the definition of “Permitted Investments” by amending and restating clauses (12) and (13) and the last paragraph of the definition, and by adding a new clause (14); and
- the Consolidated Total Indebtedness to Consolidated EBITDA Ratio in Section 3.07(a) (Limitation on Incurrence of Additional Indebtedness),
in each case, as further described in the Consent Solicitation Statement, dated as of the date hereof (the “Statement“) (collectively, the “Proposed Amendments“).
The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 14, 2024, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the “Expiration Time“). The Consent Solicitation is subject to certain conditions, including, among others, the receipt of the Requisite Consents at or prior to the Expiration Time and the satisfaction of the other conditions set forth in the Statement.
In the event that each of the conditions to the Consent Solicitation described in the Statement is satisfied, the Co-Issuers will pay to each holder that validly delivers (and does not validly revoke) a consent in respect of the Proposed Amendments at or prior to the Expiration Time U.S.$15 per U.S.$1,000 principal amount of Notes (the “Consent Payment“).
If the Requisite Consents are received at or prior to the Expiration Time, the Co-Issuers intend to promptly execute a supplemental indenture to the Indenture to effect the Proposed Amendments (such time, the “Effective Time“). The Proposed Amendments will not become operative unless and until all conditions to the Consent Solicitation have been satisfied and the Consent Payment has been made. Consents may be revoked at any time prior to the earlier to occur of the Effective Time and the Expiration Time, but not thereafter, by following the procedures set forth in the Statement.
The Consent Payment will be made on the Settlement Date, which is expected to occur as soon as practicable following the Expiration Time. Subject to applicable law, the Consent Solicitation may be abandoned or terminated for any reason at any time, including after the Expiration Time and prior to the Proposed Amendments becoming operative, in which case any consents received will be voided and no Consent Payment will be paid.
The terms and conditions of the Consent Solicitation are set forth in the Statement. Copies of the Statement may be obtained from D.F. King & Co., Inc., the Information and Tabulation Agent for the Consent Solicitation, at (800) 713-9960 (toll free), (212) 269-5550 (collect) or by email at [email protected].
The Co-Issuers have retained BofA Securities, Inc. and J.P. Morgan Securities LLC to serve as the Solicitation Agents for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to BofA Securities, Inc. at Attn: Debt Advisory Services, (888) 292-0070 (toll-free) or (646) 855-8988 (collect), and J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, (866) 846-2874 (toll-free) or (212) 834-7279 (collect).
None of the Co-Issuers, the Solicitation Agents or the Information and Tabulation Agent makes any recommendation as to whether holders should deliver their consents pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such recommendation. Holders must make their own decisions as to whether to participate in the Consent Solicitation.
This press release is for informational purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise.
Forward-Looking Statements
This press release contains forward-looking statements, including with respect to the Consent Solicitation. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof.
About The Central America Bottling Corporation
The Central America Bottling Corporation produces, distributes and markets beverage products that include brands owned by PepsiCo and Ambev, and its proprietary brands, including its wellness brand Beliv.
Contact: [email protected]
SOURCE The Central America Bottling Corporation
