San Miguel Industrias PET S.A. Announces Early Tender Results of its Tender Offer and Consent Solicitation for any and all of its 7.75% Senior Guaranteed Notes Due 2020

LIMA, Peru, Sept. 12, 2017 /PRNewswire/ -- San Miguel Industrias PET S.A. ("SMI", the "Company" or "we") today announced that U.S.$120,612,000 aggregate principal amount, or 60.31%, of its outstanding 7.75% Senior Guaranteed Notes Due 2020 (the "Notes") were validly tendered and not withdrawn by 5:00 p.m., New York City time, on September 11, 2017 (the "Tendered Notes").

In addition, the Company has received consents from holders of 60.31% of the Notes as of 5:00 p.m., New York City time, on September 11, 2017 (the "Consent Date"). The consents are sufficient to effect all of the proposed amendments to the indenture governing the Notes as set forth in SMI's Offer to Purchase and Consent Solicitation Statement dated August 29, 2017 (the "Statement"), pursuant to which the tender offer and the consent solicitation are being made. The proposed amendments eliminate substantially all of the restrictive covenants and certain events of default and reduce the minimum notice period required for optional redemptions of the Notes to four days, on the terms and subject to the conditions set forth in the Statement. SMI plans to execute a supplemental indenture (the "Supplemental Indenture") effecting the proposed amendments to the indenture governing the Notes.

Holders that validly tendered prior to the Consent Date, and whose Notes are accepted, will receive a total consideration of U.S.$1,046.53 per U.S.$1,000 principal amount of Tendered Notes, which includes a consent payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes, plus accrued and unpaid interest up to, but excluding, the early settlement date, which is expected to be on September 18, 2017 (the "Early Settlement Date").

The Company's obligation to accept for purchase and to pay for the Tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, the Company having completed its concurrent offering of senior guaranteed notes on terms and conditions satisfactory to SMI, yielding net cash proceeds, sufficient to fund the total consideration of all Notes (regardless of the actual amount of Notes tendered). This condition is expected to be satisfied upon the closing of the Company's offering of 4.500% Senior Guaranteed Notes due 2022 that priced today. 

The Company currently intends to issue a notice of redemption pursuant to the redemption provision of the Supplemental Indenture to redeem any Notes that remain outstanding following the Early Settlement Date. This press release does not constitute a notice of redemption under the redemption provision of the indenture governing the Notes.

The Company has retained Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve as the dealer managers and solicitation agents for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll-free), (212) 723-6106 (collect) and/or to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, (866) 846-2874 (toll-free), (212) 834-7279 (collect), and/or to Merrill Lynch, Pierce, Fenner & Smith Incorporated at Attn: Liability Management, (800) 292 0070 (toll-free), (646) 855 8988 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at (212) 430-3774 (collect) or at (866) 470-4300 (toll-free).

None of the Company, the dealer managers and solicitation agents or the information agent makes any recommendations as to whether holders should tender their Notes and deliver consents pursuant to the tender offer and consent solicitation, and no one has been authorized by any of them to make such recommendations.  Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The tender offer and consent solicitation are being made solely pursuant to the offer documents.

The tender offer and consent solicitation do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction in which the tender offer and consent solicitation are required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the tender offer and consent solicitation will be deemed to have been made by such dealer managers, or such affiliates, on behalf of the Company.

Forward-Looking Statements 

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About SMI

We are the leaders in rigid plastic packaging in the Andean and Central American & Caribbean regions, and we serve the main Latin American consumer good companies in the beverage, food, personal and home care segments.  We currently operate plants located in seven different countries in Latin America:  Peru, Colombia, Ecuador, El Salvador, Guatemala, Mexico and Panama.  We produce a broad range of rigid plastic solutions, including polyethylene terephthalate ("PET") and high density polyethylene bottles, PET preforms, closures, recycled and flake, and thin wall products.  Our products are manufactured with advanced best-in-class high-speed injection, blow and compression molding equipment.  In addition, we operate machines that we own and are located within customer facilities operations.

SOURCE San Miguel Industrias PET S.A.