MEXICO CITY, Sept. 25, 2024 — Grupo Kaltex, S.A. de C.V. (“Kaltex” or the “Company“) announced today the expiration of the early tender period, at 5:00 p.m., New York City time, on September 24, 2024 (the “Early Tender Date“), 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“), 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“). In addition, the Company announced that it has extended the deadline for holders that tender their Notes to receive the “Total Consideration” of U.S.$875.00, which includes an “Early Tender Consideration” of $25.00, per U.S.$1,000 per principal amount of Notes tendered until 5:00 p.m., New York City time, on October 8, 2024 (such time, as the same may be extended or earlier terminated, the “Expiration Time“). Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Statement.
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 Proposed Amendments, if they become operative, may have adverse consequences for Holders that do not tender their Notes in the Offer. 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.
Accordingly, subject to the terms and conditions set forth in the Statement, the Company has accepted for purchase the Notes tendered as of the Early Tender Date and expects that payment for all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted by the Company will be made on or about October 11, 2024.
The Company hereby also announces that the payment of the Total Consideration will be made available to those holders who validly tender their Notes, and whose tendered Notes are accepted for purchase, at or prior to the Expiration Time. In addition, pursuant to the terms of the Statement, the Company intends to promptly enter into a supplemental indenture with the guarantors and the Trustee that will amend and supplement the Indenture and give effect to the Proposed Amendments; 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.
Except as described above, the terms of the Offer and Solicitation remain unchanged, including, without limitation, the Early Tender Date, the Withdrawal Date and the Expiration Time, each as defined in the Statement. Holders who have previously validly tendered (and not withdrawn) their Notes will not need to re-tender their Notes to be eligible to receive the Total Consideration. In addition, Holders will receive 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 applicable settlement date, and any additional amounts as set forth in the Statement.
In accordance with the terms of the Offer, the Withdrawal Date expired at 5:00 p.m., New York City time, on September 24, 2024. As a result, except as may be required by applicable law, Notes tendered in the Offer and that may be tendered on or prior to the Expiration Time cannot be withdrawn. The Expiration Time of the Offer remains 5:00 p.m. New York City time, on October 8, 2024, unless extended or earlier terminated by the Company in its sole discretion, subject to applicable law. No tenders will be valid if submitted after the Expiration Time.
The Company intends to purchase any remaining Notes that have been validly tendered after the Early Tender Date and accepted for purchase in the Offer promptly following the Expiration Time, subject to all conditions to the Offer having been either satisfied or waived by the Company. The final settlement date is expected to be on or about October 11, 2024.
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.
The Offer or Solicitation may be amended, extended or terminated, and any condition with respect thereto may be waived by the Company, separately.
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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