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

MEXICO CITY, Oct. 5, 2021 /PRNewswire/ -- El Puerto de Liverpool, S.A.B. de C.V. (the "Company" or "we") announced today the expiration and final results of its previously announced tender offer (the "Offer") to purchase for cash up to U.S.$300 million aggregate principal amount outstanding of its 3.875% Senior Notes due 2026 (CUSIP Nos. 283837AB8 / P3691NBF6; ISIN Nos. US283837AB81 / USP3691NBF61) (the "Notes"), subject to the terms and conditions set forth in the offer to purchase dated September 7, 2021 (as amended on September 21, 2021, the "Offer to Purchase"). Furthermore, the Company announced that, in addition to the U.S.$224,856,000 aggregate principal amount of Notes tendered prior to the Early Tender Date and purchased on the Early Settlement Date, an additional U.S.$27,521,000 aggregate principal amount (the "Additional Tendered Notes") of its Notes were validly tendered after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on October 4, 2021. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

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 Additional Tendered Notes and expects that payment for all Additional Tendered Notes validly tendered and accepted by the Company will be made on October 7, 2021 (the "Final Settlement Date"). On the Final Settlement Date, the Company will also pay accrued and unpaid interest on the Additional Tendered Notes from the last applicable interest payment date for the Additional Tendered Notes up to, but excluding, the Final Settlement Date.

The Additional Tendered Notes together with the Notes previously purchased by the Company pursuant to the Offer total an aggregate principal amount of U.S.$252,377,000, or approximately 33.65% of the original outstanding principal amount, of Notes. 

The Sole Dealer Manager

Santander Investment Securities Inc. acted 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

D.F. King & Co., Inc. acted as the tender agent and information agent for the Offer, and can be contacted 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. 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 did not constitute a public offering in Mexico and it may not be publicly distributed in Mexico. The Offer was only 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 was 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 was not 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.