Metalsa, S.A. de C.V. Announces Successful Receipt Of Requisite Consents With Respect To Its Consent Solicitation For Its 4.90% Senior Notes Due 2023

MONTERREY, Mexico, June 28, 2019 /PRNewswire/ -- Metalsa, S.A. de C.V. (the "Company") announced today that it has received the requisite consents (the "Requisite Consents") from the holders of US$198,708,000 in aggregate principal amount representing approximately 66.24% of its outstanding 4.90% Senior Notes due 2023 (the "Notes") as of 5:00 p.m., New York City time, on June 27, 2019 (the "Expiration Time"), pursuant to the Company's previously announced solicitation (the "Solicitation") of consents (the "Consents") upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated as of June 14, 2019, (as it may be amended or supplemented from time to time, the "Statement").

As a result of receiving the Requisite Consents, the Company has executed a supplemental indenture (the "Second Supplemental Indenture") to the indenture governing the Notes and will pay to each holder of record of the Notes as of 5:00 p.m., New York City time, on June 13, 2019 (each such holder, a "Holder"), who has delivered a valid Consent in respect of such Notes prior to the Expiration Time (and has not properly revoked such Consent prior to the Consent Date), US$2.50 in cash for each US$1,000 principal amount of such Notes in respect of which a valid Consent was so delivered (and was not properly revoked) (the "Consent Fee"). The Consent Fee is expected to be paid on July 1, 2019. The effectiveness of the proposed amendments (the "Proposed Amendments") set forth in the Statement is subject to the Company delivering confirmation to the Trustee in writing that the Consent  Fee has been paid to each Holder entitled thereto. Holders of Notes for which no Consent was delivered prior to the Expiration Time (or Notes for which a valid Consent was delivered, but such Consent was validly revoked prior to the Consent Date), will not receive a Consent Fee, even though the Second Supplemental Indenture and the Proposed Amendments, once operative, will bind all Holders and their transferees. 

The Company engaged BofA Securities, Inc. to act as Solicitation Agent and D.F. King & Co., Inc. to act as Information and Tabulation Agent for the Solicitation.  Questions regarding the Solicitation may be directed to BofA Securities, Inc. at (888) 292-0070  (toll-free) or (646) 855-8998  (collect).  Requests for documents relating to the Solicitation may be directed to D.F. King & Co., Inc. at (877) 536-1559 (toll free), (212) 269-5550 (banks and brokers) or email: [email protected].

This press release is for informational purposes only and the Solicitation is only being made pursuant to the terms of the Statement.  Neither the Statement nor any documents related to the Solicitation have been filed with, and have not been approved 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 Statement or any documents related to the Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Words such as "believe", "anticipate", "plan", "expect", "intend", "target", "estimate", "project", "forecast", "guideline", "should" and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying those statements.  Specific forward-looking statements include, among others, statements as to the Proposed Amendments and the expected payment of the Consent Fee. 

You should not place undue reliance on forward-looking statements, which are based on current expectations. Forward-looking statements are not guarantees of performance.  No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.  They involve risks, uncertainties and assumptions. All forward-looking statements in this press release are made as of the date hereof, based on information available to us as of such date, and we assume no obligation to update any forward-looking statement.

SOURCE Metalsa, S.A. de C.V.