EL PUERTO DE LIVERPOOL, S.A.B. DE C.V. announces early results and extends the total consideration payment deadline and maximum amount of its cash tender offer for its 3.875% senior notes due 2026

MEXICO CITY, Sept. 21, 2021 /PRNewswire/ -- El Puerto de Liverpool, S.A.B. de C.V. (the "Company" or "we") announced today, with respect to its previously announced tender offer (the "Offer") to purchase for cash up to U.S.$250 million aggregate principal amount outstanding of its 3.875% Senior Notes due 2026 (CUSIP Nos. 283837AB8 / P3691NBF6; ISIN Nos. US283837AB81 / USP3691NBF61) (the "Notes"), that: (i) it has extended the deadline for holders that tender their Notes to receive the Total Consideration of U.S.$1,091.00 per U.S.$1,000 per principal amount of Notes tendered until October 4, 2021 (the "Expiration Date"); and (ii) it has increased the maximum principal amount of the Offer from U.S.$250 million (the "Original Maximum Amount") to U.S.$300 million (the "Maximum Amount"), subject to the terms and conditions set forth in the offer to purchase dated September 7, 2021 (the "Offer to Purchase"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

According to information received from D.F. King & Co., Inc., the information agent (the "Information Agent") for the Offer, as of 5:00 p.m., New York City time, on September 20, 2021 (the "Early Tender Date"), the Company had received valid tenders of Notes representing an aggregate principal amount equal to U.S.$224,856,000.

Accordingly, subject to the terms and conditions of the Offer as set forth in the Offer to Purchase, 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the Notes tendered as of the Early Tender Date and expects that payment for all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted by the Company will be made on September 22, 2021 (the "Early Settlement Date").

In addition to the increase of the Maximum Amount, 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 Date. 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 after the Early Tender Date and 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.

Except as described above, the terms of the Offer remain unchanged, including, without limitation, the Early Tender Date, the Withdrawal Date, the Early Settlement Date, the Expiration Date and the Final Settlement Date, each as defined in the Offer to Purchase. 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 accordance with the terms of the Offer, the Withdrawal Date expired at 5:00 p.m., New York City time, on September 20, 2021. 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 Date cannot be withdrawn. The Expiration Date of the Tender Offer remains 11:59 p.m. New York City time, on October 4, 2021, unless extended or earlier terminated by the Company in its sole discretion, subject to applicable law.

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.