Controladora Mabe, S.A. de C.V. Announces Commencement Of Consent Solicitation

Jan 25, 2016, 12:41 ET from Controladora Mabe, S.A. de C.V.

MEXICO CITY, Jan. 25, 2016 /PRNewswire/ -- Controladora Mabe, S.A. de C.V. (the "Company") announced today that it has commenced a solicitation (the "Solicitation") of consents (the "Consents") upon the terms and subject to the conditions set forth in a Consent Solicitation Statement (as it may be amended or supplemented from time to time, the "Statement") and the accompanying Form of Consent (the "Consent Form"), each dated as of January 25, 2016, to the Proposed Amendment (the "Proposed Amendment") to the Indenture, dated as of October 28, 2009 among the Company, the Note Guarantors party thereto, as guarantors (the "Note Guarantors"), The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the "Trustee"), and The Bank of New York Mellon Luxembourg S.A., as Luxembourg paying agent (as amended, supplemented and modified, the "Indenture"), governing its 7.875% Senior Guaranteed Notes due 2019 (the "Notes"). 

The Proposed Amendment would amend the Indenture in connection with the consummation of the purchase by Qingdao Haier Co., Ltd ("Qingdao Haier") of General Electric Company's Major Appliances Division (such transaction, the "Acquisition").  The Acquisition would constitute a Change of Control under the Indenture, requiring the Company to make an offer to repurchase all or any part of each holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, on the applicable Notes repurchased, to, but not including, the date of such repurchase.  The Company is therefore seeking consents from the holders of the Notes to amend the definition of "Change of Control" in the Indenture so that the Acquisition does not constitute a "Change of Control" thereunder. The Company has been informed by General Electric Company that the Acquisition is expected to be consummated in 2016, subject to the satisfaction of certain closing conditions. The Proposed Amendment will be effected by a supplemental indenture to the Indenture (the "Supplemental Indenture") that is described in more detail in the Statement.

The Solicitation will expire at 5:00 p.m., New York City time, on February 5, 2016, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the "Expiration Time").  The Solicitation is subject to customary conditions, including, among other things, the receipt of valid Consents with respect to a majority in aggregate principal amount of the outstanding Notes (the "Requisite Consents") prior to the Expiration Time (which Consents have not been properly revoked prior to the earlier of (i) the date on which the Supplemental Indenture is executed and (ii) the Expiration Time (the "Consent Date")).

In the event that each of the initial conditions to the Solicitation described in the Statement is satisfied or waived by the Company, including, but not limited to, the receipt of the Requisite Consents, the Company will pay to each holder of record of Notes as of 5:00 p.m., New York City time, on January 22, 2016 (each such holder, a "Holder"), who has delivered a valid Consent in respect of such Notes prior to the Expiration Time (and has not properly revoked such Consent prior to the Consent Date), US$1.25 in cash for each $1,000 principal amount of such Notes in respect of which a valid Consent was so delivered (and was not properly revoked) (the "Consent Fee").  The Company will pay the Consent Fee promptly on the next business day following the Expiration Time as described in the Statement.  The Proposed Amendment will not become effective until the Company has determined that the Acquisition has been consummated and the Company has confirmed to the Trustee in writing that the Consent Fee has been paid to each Holder entitled thereto. Holders of Notes for which no Consent is delivered prior to the Expiration Time (or Notes for which a valid Consent is delivered, but such Consent is validly revoked prior to the Consent Date), will not receive a Consent Fee, even though the Supplemental Indenture and the Proposed Amendment, once operative, will bind all Holders and their transferees.  The Solicitation may be abandoned or terminated after the Expiration Time and prior to the Proposed Amendment becoming operative, in the Company's sole discretion, whether or not the Requisite Consents have been received.

If the Requisite Consents are received prior to the Expiration Time, the Company intends to promptly execute the Supplemental Indenture.  If the Proposed Amendment is approved, the Supplemental Indenture is entered into by the Company, the Note Guarantors, and the Trustee and all of the conditions to the Solicitation are satisfied or waived by the Company, the Supplemental Indenture will become operative and will bind all Holders of the Notes, including those that did not give their Consent.  If the Requisite Consents are not received prior to the Expiration Time, the Proposed Amendment will not be adopted and the Consent Fee will not be paid.

The Company has engaged J.P. Morgan Securities LLC to act as Solicitation Agent and D.F. King & Co., Inc. to act as Information and Tabulation Agent for the Solicitation.  Questions regarding the Solicitation may be directed to J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll-free) or +1 (212) 834-7279 (collect).  Requests for documents relating to the Solicitation may be directed to D.F. King & Co., Inc. at (866) 796-7180 (toll free) or (212) 269-5550 (banks and brokers).

This press release is for informational purposes only and the Solicitation is only being made pursuant to the terms of the Statement and the related Consent Form.  The Solicitation is not being made to, and Consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such Consent.  None of the Company, the Trustee, the Solicitation Agent or the Information and Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents.  Each Holder must make its own decision as to whether or not to deliver its Consent.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Words such as "believe", "anticipate", "plan", "expect", "intend", "target", "estimate", "project", "forecast", "guideline", "should" and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying those statements.  Specific forward-looking statements include, among others, statements as to the Acquisition, the Proposed Amendment and the expected payment of the Consent Fee. 

You should not place undue reliance on forward-looking statements, which are based on current expectations. Forward-looking statements are not guarantees of performance.  They involve risks, uncertainties and assumptions. All forward-looking statements in this press release are made as of the date hereof, based on information available to us as of such date, and we assume no obligation to update any forward-looking statement.

SOURCE Controladora Mabe, S.A. de C.V.