Becle, S.A.B. de C.V. Announces That Morgan Stanley & Co. LLC Commenced A Cash Tender Offer And Consent Solicitation To Holders Of Any And All Of The 3.750% Senior Notes Due 2025 Issued By Becle, S.A.B. de C.V.

MEXICO CITY, Sept. 27, 2021 /PRNewswire/ -- Becle, S.A.B. de C.V. (the "Issuer") today announced that Morgan Stanley & Co. LLC ("Morgan Stanley") has commenced a cash tender offer (the "Offer") for any and all of the Issuer's outstanding 3.750% Senior Notes due 2025 (the "Notes"). The Notes are governed by the indenture dated as of May 13, 2015 (the "Indenture"), among the Issuer, certain subsidiary guarantors party thereto and Citibank, N.A., as trustee (the "Trustee").

The Offer is being made upon the terms and subject to the conditions contained in an offer to purchase and consent solicitation statement dated September 27, 2021 (the "Offer to Purchase"). THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO PURCHASE OF THE ISSUER. THE OFFER WILL BE MADE SOLELY BY THE OFFEROR PURSUANT TO THE OFFER TO PURCHASE.

The Offer has an early deadline for tenders of Notes and delivery of the Consents (as defined below) of 5:00 p.m., New York City time, on October 8, 2021 (unless extended) (the "Consent Payment and Withdrawal Deadline") and Notes validly tendered (and not validly withdrawn) and accepted for tender by that deadline are expected, subject to the terms and conditions set forth in the Offer to Purchase, to be purchased by Morgan Stanley on October 12, 2021 (the "Initial Settlement Date"). Notes may also be tendered after the Consent Payment and Withdrawal Deadline and up until 11:59 p.m., New York City time, on October 25, 2021 (unless extended) (the "Offer Expiration Time") and any notes so tendered are expected, subject to the terms and conditions set forth in the Offer to Purchase, to be purchased by Morgan Stanley on October 27, 2021.  Tendered Notes and the related Consents may not be withdrawn subsequent to the Consent Payment and Withdrawal Deadline.

The total consideration ("Total Consideration") to be paid in the Offer includes a consent payment (the "Consent Payment") of $50.00 per $1,000 principal amount of Notes payable in respect of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the terms of the Offer and as to which Consents to the Proposed Amendments (as defined below) to the Indenture are validly delivered (and not revoked) on or prior to Consent Payment and Withdrawal Deadline. Holders must validly tender their Notes on or prior to the Consent Payment and Withdrawal Deadline and not validly withdraw their Notes in order to be eligible to receive the Total Consideration for Notes purchased in the Offer.  Holders who validly tender their Notes after the Consent Payment and Withdrawal Deadline and on or prior to the Offer Expiration Time will be eligible to receive an amount, paid in cash, equal to the Total Consideration minus the Consent Payment (such amount referred to as the "Purchase Price"). Holders whose Notes are accepted for purchase in the Offer will receive accrued and unpaid interest in respect of such purchased Notes from, and including, the last interest payment date to, but not including, the applicable settlement date and certain additional amounts, if any, as set forth in the Offer to Purchase.

The following table sets forth the hypothetical Total Consideration per $1,000 principal amount of Notes to be offered to holders of the Notes of the Offer:

¹ Hypothetical total consideration was calculated on the basis of the bid-side price of the Reference Security at 11:00 a.m., New York City time, on September 24, 2021.  The total consideration includes a consent payment of $50.00 per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Consent Payment and Withdrawal Deadline and accepted for purchase pursuant to the Offer

In conjunction with the Offer, the Morgan Stanley is soliciting with respect to the Notes (such solicitation, the "Consent Solicitation"), consents (the "Consents") of holders of the Notes to the proposed amendments to the Indenture, which would amend the Indenture to reduce the notice periods required for an optional redemption of the Notes and eliminate certain of the restrictive covenants and events of default applicable to the Notes (the "Proposed Amendments").  In order for the Proposed Amendments to be effective, such Proposed Amendments must be consented to by the holders of a majority of the aggregate principal amount outstanding of the Notes (the "Requisite Consents").  The Offer is not conditioned upon the receipt of the Requisite Consents. The Consent Payment will still be payable on Notes validly tendered prior to the Consent Payment and Withdrawal Deadline even if the Requisite Consents are not obtained.  Holders who tender Notes pursuant to the Offer shall be deemed to deliver their Consents to the Proposed Amendments. Holders may not deliver Consents in the Consent Solicitation without tendering their Notes in the Offer and may not revoke Consents without withdrawing the previously tendered Notes to which such Consents relate. 

D.F. King & Co., Inc. has been retained to act as tender agent and information agent for the Offer and Consent Solicitation (the "Tender Agent and Information Agent"). Copies of the Offer to Purchase are available to holders of Notes from the Tender Agent and Information Agent at +1 (800) 884-5101.

Morgan Stanley, Citigroup Global Markets Inc. ("Citigroup") and Goldman Sachs & Co. LLC ("Goldman Sachs") have been engaged to act as dealer managers in connection with the Offer. Questions regarding the Offer may be directed to Morgan Stanley at +1 (212) 761-1057 (collect) or +1 (800) 624-1808 (U.S. toll free); Citigroup at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (U.S. toll free); or Goldman Sachs at +1 (212) 357-1452 (collect) or +1 (800) 828-3182 (U.S. toll free).

Each of the Offeror and the Issuer, as the case may be, reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. The Offer is subject to the satisfaction of certain conditions, as described in the Offer to Purchase. Morgan Stanley reserves the right, in its sole discretion, to waive any and all conditions of the Offer, at or prior to the Offer Expiration Time. Morgan Stanley reserves the right to terminate, withdraw or amend the Offer and the Consent Solicitation at any time and from time to time as set forth in the Offer to Purchase.

The Offer is being made in connection with a substantially concurrent offering of senior notes by the Issuer to be sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "New Notes").  This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell any securities (including the senior notes offered by the Issuer pursuant to any substantially concurrent offering), nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Issuer is not making the Tender Offer. The Issuer has consented to the Offeror making the Offer described in the Offer to Purchase. The Offer is made only by and pursuant to the Offer to Purchase. Neither Morgan Stanley nor the Issuer makes any recommendations as to whether holders should tender their Notes pursuant to the Offer.

It is intended that the Notes purchased by the Offeror pursuant to the Offer at the Initial Settlement Date will be exchanged by the Offeror to the Issuer for a decrease in the proceeds payable by the Offeror and the other initial purchasers in respect of the New Notes. It is intended that the Notes purchased by the Offeror pursuant to the Offer at the Final Settlement Date (as defined in the Offer to Purchase) will be exchanged by the Offeror for cash to be paid by the Issuer.

For further information, please contact:

BECLE, S.A.B. DE C.V.
Guillermo Gonzalez Camarena No. 800-4
Alvaro Obregon, Santa Fe, 01210
Mexico City, Mexico
+ 52 55 5258 7000
[email protected]

Legal Notice

This announcement is not an offer to purchase, a solicitation of an offer to purchase or deliver Consents, a solicitation of Notes or a solicitation to deliver Consents, or an offer or solicitation to sell any securities. The Offer is not being made to, nor will the Offeror accept tenders of Notes from holders in any jurisdiction in which the Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.

This press release contains forward-looking statements, including statements regarding the terms of the Offer. These statements are merely estimates and as such are based exclusively on management's expectations for the Issuer, the business of the Issuer and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and macro-economic factors, among other factors, many of which are outside the Issuer's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each of the Issuer and the Offeror disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. 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. None of the Issuer, Morgan Stanley, the dealer managers, the Tender Agent and Information 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.

SOURCE Becle, S.A.B. de C.V.