MEXICO CITY, D.F., June 12, 2012 /PRNewswire/ -- Controladora Mabe, S.A. de C.V. (the "Company") today announced the expiration of its private exchange offer (the "Exchange Offer") for any and all of its outstanding 6.500% Senior Guaranteed Notes due 2015 (the "Old Notes") for its 7.875% Senior Guaranteed Notes due 2019 (the "New Notes") and the related solicitation of consents (the "Consent Solicitation") to certain previously announced proposed amendments to the indenture governing the Old Notes (the "Old Notes Indenture"). The Exchange Offer, which commenced on May 14, 2012, expired at 5:00 p.m. (New York City time) on June 11, 2012 (the "Expiration Date"). Based on information provided by the information agent to the Company, the principal amount of the Old Notes that has been validly tendered for exchange as of the Expiration Date was US$130,893,000, representing 65.45% of the outstanding Old Notes.
As a result of obtaining the requisite consents as part of the Exchange Offer, the Company expects to execute a supplemental indenture to the Old Notes Indenture containing the proposed amendments, which, among other items, amends certain provisions, including the majority of the restrictive covenants and an event of default, under the Old Notes Indenture.
The Company expects to deliver on June 14, 2012 an aggregate principal amount of US$130,893,000 of New Notes and pay in cash on that same day accrued and unpaid interest on tendered Old Notes in accordance with the terms of the Exchange Offer. All Eligible Holders (as defined below) who validly tendered their Old Notes prior to the Expiration Date will receive US$1,000 in principal amount of New Notes for each US$1,000 in principal amount of such Old Notes, consisting of Exchange Consideration of US$950 in principal amount of New Notes (the "Exchange Consideration") plus Early Participation Consideration of US$50 in principal amount of New Notes (the "Early Participation Consideration"). Eligible Holders who validly tendered their Old Notes and delivered their consents (and which were not withdrawn) at or prior to May 29, 2012 will receive the Exchange Consideration plus the Early Participation Consideration.
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. Accordingly, the Exchange Offer was only directed, and copies of the offering documents were only made available, to a holder of the Old Notes who certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act (each, an "Eligible Holder").
The New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The New Notes are being issued only to qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons under Rule 903 of Regulation S under the Securities Act.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer and the Consent Solicitation are being made solely by the Offering Memorandum and Consent Solicitation Statement, dated May 14, 2012 (the "Statement"), and related consent and letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
About the Company
The Company is a leading manufacturer and distributor of ranges, refrigerators, clothes dryers and washing machines. Founded in 1946 and operating as a joint venture with General Electric Company since 1987, the Company currently has operations throughout North, Central and South America. For additional information, please refer to the Statement.
THIS PRESS RELEASE IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISION NACIONAL BANCARIA Y DE VALORES, OR "CNBV"). THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATION PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE NEW NOTES OR OUR SOLVENCY. THE NEW NOTES MAY NOT BE OFFERED OR SOLD IN MEXICO, ABSENT AN AVAILABLE EXEMPTION UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY PARTICIPATE IN THE EXCHANGE OFFER OR ACQUIRE NEW NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US AND THE SUBSIDIARY GUARANTORS.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements about future events that are subject to different risks and uncertainties; it is important to note that past results do not assure or guarantee the behavior of future results. There are a significant number of factors that may cause real results to materially differ from plans, objectives, expectations, estimations and intentions expressed, such as declarations about future events. The Company does not assume any obligation to update any of the declarations as a result of new information, future actions or other related events.
SOURCE Controladora Mabe, S.A. de C.V.