EL PUERTO DE LIVERPOOL, S.A.B. DE C.V. announces cash tender offer for its 3.875% senior notes due 2026.

MEXICO CITY, Sept. 7, 2021 /PRNewswire/ -- El Puerto de Liverpool, S.A.B. de C.V. (the "Company" or "we") announced today that it commenced a tender offer to purchase for cash up to a maximum aggregate principal amount of the 3.875% Senior Notes due 2026 (CUSIP Nos. 283837AB8 / P3691NBF6; ISIN Nos. US283837AB81 / USP3691NBF61) (the "Notes") issued by the Company not to exceed U.S.$250 million (the "Maximum Amount") for such Notes (the "Offer"), upon the terms and subject to the conditions set forth in the offer to purchase dated September 7, 2021 (the "Offer to Purchase").

Consideration

Holders who validly tender their Notes on or prior to 5:00 p.m. (New York City time) on September 20, 2021 (the "Early Tender Date") and do not validly withdraw their Notes on or prior to 5:00 p.m. (New York City time) on September 20, 2021 (the "Withdrawal Date") will be eligible to receive the Total Consideration of U.S.$1,091.00 per U.S.$1,000 per principal amount of Notes tendered. The Total Consideration includes an Early Tender Premium of U.S.$30.00 per U.S.$1,000 principal amount of Notes. Holders who validly tender their Notes after the Early Tender Date but on or prior to 11:59 p.m. (New York City time) on October 4, 2021 (the "Expiration Date") will be eligible to receive the Tender Consideration of U.S.$1,061.00 per U.S.$1,000 per principal amount of Notes tendered.

Holders whose Notes are accepted for purchase pursuant to the Offer will also be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but excluding, the applicable Settlement Date (as defined below).

The following table sets forth certain information relating to the Offer.

Conditions

The Offer is not conditioned on any minimum amount of Notes being tendered or the consummation of any other offer. However, consummation of the Offer is conditioned upon satisfaction of certain conditions set forth in the Offer to Purchase. We reserve the right to terminate or extend the Offer if any condition of the Offer is not satisfied (or we determine in our sole discretion that it is not reasonably likely that any such condition will be satisfied) or waived by us and otherwise to amend the Offer in any respect. If we amend a condition to the Offer, we will give the appropriate holders such notice of the amendment as may be required by applicable law.

Settlement

Following the Early Tender Date and prior to the Expiration Date, we may, but are not required to, accept the Notes validly tendered at or prior to the Early Tender Date (the "Early Settlement Right"), provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by us (the date of such acceptance, the "Early Acceptance Date"). Notes accepted on an Early Acceptance Date will be settled promptly thereafter, currently expected to be on or about the second business day following the Early Tender Date (the "Early Settlement Date"). The "Final Settlement Date" is the date that we settle all Notes not previously settled on the Early Settlement Date, if any, and we expect such date to be promptly following the Expiration Date, but in any case on or prior to the third business day following the Expiration Date (any references to "Settlement Date," refer to each of the Early Settlement Date and the Final Settlement Date as context may require).

Subject to applicable law, the Offer may be amended, extended or terminated in our sole discretion. If we determine, in our sole discretion, to extend the Offer beyond the Expiration Date, there will be a new Settlement Date with respect to Notes validly tendered on or prior to the Expiration Date. During any extension of the Offer, all Notes previously tendered and not accepted for purchase pursuant to such Offer will remain subject to such Offer and may, subject to the terms and conditions of such Offer, be accepted for purchase by us. No extension of either the Early Tender Date or the Expiration Date will require the extension of withdrawal rights, unless required by applicable law.

Acceptance and Proration

If any Notes are purchased in the Offer, Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date will be accepted for purchase in priority to any Notes validly tendered in the Offer after the Early Tender Date. Accordingly, if the Maximum Amount is reached in respect of tenders made on or prior to the Early Tender Date, no Notes that are validly tendered after the Early Tender Date will be accepted for purchase, and any Notes tendered on or prior to the Early Tender Date and accepted for purchase on the Early Acceptance Date (or the Expiration Date, if the Early Settlement Right is not exercised) will be accepted on a prorated basis such that we purchase an aggregate principal amount of Notes that would not exceed the Maximum Amount in the Offer.  Similarly, if the Maximum Amount is reached in respect of tenders made after the Early Tender Date but prior to the Expiration Date, any Notes tendered on or prior to the Expiration Date and accepted for purchase will be accepted on a prorated basis such that we purchase an aggregate principal amount of Notes that would not exceed the Maximum Amount in the Offer.

The Sole Dealer Manager

Santander Investment Securities Inc. is acting as sole dealer manager for the Offer and can be contacted with questions regarding the Offer at +1 (855) 404-3636 (toll-free), +1 (212) 940-1442 (collect) or +1 (212) 407-0930 (fax).

The Information and Tender Agent

Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Offer, by calling +1 (212) 269-5550 (for banks and brokers only) or +1 (866) 406-2287 (toll-free) (for all others) or via email at [email protected].

Disclaimer

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 Company, the dealer manager, the information and tender 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.

Neither the Offer to Purchase 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 Offer to Purchase 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 Offer to Purchase 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. The Offer does not constitute a public offering in Mexico and it may not be publicly distributed in Mexico. The Offer 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 Offer to Purchase 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 is being made solely on the terms and conditions set forth in the Offer to Purchase. 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 is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About Us

We are the largest department store chain in Mexico in terms of number of stores and sales, and one of the leading online apparel retailers in the country in terms of sales, primarily targeting a broad range of socioeconomic segments in Mexico. We offer a wide variety of products, including distinctive fashion apparel, shoes, accessories, jewelry, electronics, sporting goods, household articles, furniture, appliances, beauty products and books in engaging shopping destinations and online. With almost 170 years of experience in the Mexican retail industry, we operate department stores nationwide under the "Liverpool," "Suburbia" and "Liverpool Duty Free" names along with a compelling portfolio of specialized boutiques across the country under the names of sought-after brands. Our "Liverpool" brand is iconic in Mexico and is ranked among the top five Latin American brands in the retail industry and among the top 20 brands in the retail industry worldwide according to Interbrand. We also own or have a significant interest in 28 shopping centers in 16 cities across Mexico, and, according to information from the Mexican Central Bank and our estimates, as of June 30, 2021, we were the third-largest non-bank credit card issuer in Mexico, with approximately 5.5 million credit card holders.

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 Offer to Purchase. 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 El Puerto de Liverpool, S.A.B. de C.V.