San Miguel Industrias PET S.A. Commences Tender Offer and Consent Solicitation for any and all of the 4.500% Senior Guaranteed Notes Due 2022

LIMA, Peru, July 20, 2021 /PRNewswire/ -- San Miguel Industrias PET S.A. ("SMI", the "Company" or "we") today announced that it has commenced a cash tender offer (the "Offer"), on the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated July 20, 2021 (the "Statement"), for any and all of the outstanding 4.500% Senior Guaranteed Notes due 2022 (the "Notes") in respect of which SMI and NG Packaging & Recycling Corporation Holdings S.A. are co-obligors. Capitalized terms used herein and not defined herein have the meaning given to them in the Statement.

The Company is also soliciting consents (the "Solicitation") to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, as well as to reduce the minimum notice period required for optional redemptions of the Notes to three days on the terms and subject to the conditions set forth in the Statement.

The Statement more fully sets forth the terms of the Offer and Solicitation.

The Notes and other information relating to the Offer and Solicitation are listed in the table below:

(1) Per $1,000 principal amount of Notes validly tendered and accepted. It does not include the Accrued Interest Payment (as defined below). No separate Consent payment or fee is being offered or will be paid to Holders in the Solicitation.
(2) Inclusive of the Early Tender Consideration.

Holders who validly tender and do not validly withdraw their Notes prior to 5:00 p.m., New York City time, on August 2, 2021 (the "Early Tender Date") will be eligible to receive a Total Consideration of $1,015.5 per $1,000 principal amount of Notes tendered and accepted for purchase by SMI, which includes a payment of $30 per $1,000 principal amount of Notes (the "Early Tender Consideration"). Holders who validly tender their Notes after the Early Tender Date and at or prior to the Expiration Time (defined below) will be eligible to receive the Offer consideration of $985.5 per $1,000 principal amount of Notes tendered and accepted for purchase by SMI (the "Tender Offer Consideration").

No separate Consent payment or fee is being offered or will be paid to Holders in the Solicitation.

The Offer is scheduled to expire at 11:59 p.m., New York City time, on August 16, 2021, unless extended or earlier terminated by the Company (the "Expiration Time").

Tendered Notes may be withdrawn and Consents may be revoked in accordance with the terms of the Offer prior to 5:00 p.m., New York City time, on August 2, 2021 (the "Withdrawal Deadline"), but not thereafter, other than as required by applicable law, unless such time is extended by SMI in its sole discretion. Holders who tender Notes after the Withdrawal Deadline will not be permitted to withdraw their tender, except to the extent required by law, and will not be entitled to receive the Early Tender Consideration.

Holders may not tender their Notes without delivering their Consents pursuant to the Solicitation and may not deliver their Consents without tendering their Notes pursuant to the Offer. The Proposed Amendments will not become operative, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered Consents to the Proposed Amendments, have been accepted for payment and we have delivered an officer's certificate to the Trustee certifying that we have paid the Early Tender Consideration to all Holders that have validly tendered (and not validly revoked) Consents on or prior to the Early Tender Date.

The Company has reserved the right to accept for purchase all Notes then validly tendered and not validly withdrawn prior to the Early Tender Date on a date after the Early Tender Date and prior to the Expiration Time, assuming all conditions to the offer have been satisfied at such time (the "Early Settlement Date", which would occur on or about August 4, 2021). On the Early Settlement Date, the Company will also pay accrued and unpaid interest from the last applicable interest payment date for the Notes up to, but excluding, the Early Settlement Date on the Notes accepted for purchase. The final settlement date for Notes that are validly tendered and not validly withdrawn after the Early Tender Date and at or prior to the Expiration Date will be promptly after the Expiration Time and is expected to be on or about August 17, 2021, unless the tender offer is extended by the Company in its sole discretion. If the tender offer is not consummated, no such payments will be made.

The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer and the Solicitation is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, that are fully described in the Statement, including the consummation of the Company's concurrent offering of senior guaranteed notes. The Offer is not conditioned on any minimum principal amount of Notes being tendered other than receiving the Requisite Consents to effect the Proposed Amendments.

If, following the Early Settlement Date, any Notes remain outstanding, the Company intends to issue a notice of redemption to redeem such Notes on or about September 18, 2021 (the "Redemption Date") at the redemption price, expressed as a percentage of principal amount of 101.125%, plus accrued and unpaid interest thereon to the Redemption Date.

The Company has retained Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and/or Santander Investment Securities Inc. to serve as the dealer managers and solicitation agents for the Offer and Solicitation. Questions regarding the Offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, +1 (800) 558-3745 (U.S. toll-free), +1 (212) 723-6106 (collect) and/or to Credit Suisse Securities (USA) LLC at Attn: Liability Management Group, +1 (800) 820-1653 (U.S. toll-free), +1 (212) 538-2147 (collect) and/or to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, +1 (866) 846-2874 (U.S. toll-free), +1 (212) 834-7279 (collect), and/or to Santander Investment Securities Inc. at Attn: Liability Management Team, +1 (855) 404-3636 (U.S. toll-free), +1 (212) 940-1442 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the Offer, at +1 (212) 430-3774 (collect) or at +1 (866) 470-4300 (U.S. toll-free).

NONE OF THE COMPANY, THE DEALER MANAGERS AND SOLICITATION AGENTS OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR NOTES OR DELIVER CONSENTS IN CONNECTION WITH THE OFFER OR THE 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 Offer is being made solely pursuant to the offer documents. This press release does not constitute a notice of redemption of the Notes or an obligation to issue a notice of redemption of the Notes.

The Offer does 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 Offer is required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the Offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.

The new notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

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 leader in rigid plastic packaging solutions in Hispanic America with a market share of above 50% in our core markets, serving the main multinational consumer good companies ("CPGs") in the beverage, food, personal and home care industries. We provide integral packaging solutions using top-notch technology and robust R&D capabilities to create products that satisfy the highest quality standards. We have become a reliable one-stop-shop capable of providing complete solutions across our markets: Peru, Colombia, Ecuador, Mexico, Central America and the Caribbean, and South Cone. Our packaging solutions include a broad range of polyethylene terephthalate ("PET") and high density polyethylene bottles, PET preforms, closures, and thin-wall products (thermoforming and sheet extrusions), we also produce recycled PET resin and flake that we use in our PET preforms and PET thin-wall products, s part of our long standing commitment with the environment.

SOURCE San Miguel Industrias PET S.A.