The Central America Bottling Corporation Announces Successful USD and PEN Consent Solicitations

ROAD TOWN, British Virgin Islands, July 27, 2020 /PRNewswire/ -- The Central America Bottling Corporation ("CBC" or the "Company") today announced the expiration and results of (i) its previously announced solicitation of consents (the "USD Consent Solicitation") from holders of its outstanding 5.750% Senior Guaranteed Notes due 2027 (the "USD Notes") and (ii) the previously announced solicitation of consents (the "PEN Consent Solicitation" and, together with the USD Consent Solicitation, the "Consent Solicitations") by CBC Peruana S.A.C. ("CBC Peruana") from holders of its outstanding 8.000% Senior Guaranteed Notes due 2029 (the "PEN Notes").

CBC confirms that it has received consents from holders representing 80.23% in principal amount of its outstanding USD Notes and CBC Peruana has received consents from holders representing 100% in principal amount of its outstanding PEN Notes, in each case to permit, among other things:

• the elimination of the Consolidated Fixed Charge Coverage Ratio from Section 3.07(a)(i) (Limitation on Incurrence of Additional Indebtedness) of the indenture governing the USD Notes (the "USD Indenture") and the indenture governing the PEN Notes (the "PEN Indenture" and, together with the USD Indenture, the "Indentures") and certain other corresponding changes throughout the Indentures;
• the modification of the Consolidated Total Indebtedness to Consolidated EBITDA Ratio and corresponding Time Periods in Section 3.07(a)(ii) (Limitation on Incurrence of Additional Indebtedness) of the Indentures;
• an increase in the percentage of cumulative Consolidated Net Income from 50% to 75% in Section 3.09(a)(III)(i) (Limitation on Restricted Payments) of the Indentures, subject to certain Unrestricted Cash and Cash Equivalents requirements;
• the addition of a new carve-out to Section 3.09(b) (Limitation on Restricted Payments) of the Indentures for the payment of up to U.S.$55 million during 2020 or 2021, subject to certain requirements;
• the addition of a new carve-out to Section 3.09(b) (Limitation on Restricted Payments) of the Indentures for the payment of up to U.S.$25 million per year from January 1, 2020, subject to no Default or Event of Default; and
• certain other technical amendments,
  
  (collectively, the "Proposed Amendments").

The Company has executed a supplemental indenture to the USD Indenture and CBC Peruana has executed a supplemental indenture to the PEN Indenture, in each case to effect the Proposed Amendments approved in the Consent Solicitations. The supplemental indentures became operative on the date hereof following the payment of the Consent Payments (as defined below) by the Company and CBC Peruana.

The Company today paid a consent payment (the "USD Consent Payment") equal to U.S.$10 per U.S.$1,000 principal amount of USD Notes in cash to holders of its USD Notes who validly delivered (and did not validly revoke) a consent in accordance with the terms of the USD Consent Solicitation at or prior to 5:00 p.m., New York City time, on July 24, 2020. CBC Peruana today paid a consent payment (the "PEN Consent Payment; and, together with the USD Consent Payment, the "Consent Payments") equal to 1.00% of the principal amount of PEN Notes for which a valid consent was delivered by holders of its PEN Notes in accordance with the terms of the PEN Consent Solicitation.

Questions regarding the USD Consent Solicitation may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), and J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, (866) 846-2874 (toll-free), (212) 834-7279 (collect).

This press release is for informational purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise.

Forward-Looking Statements

This press release may contain 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 to reflect events or circumstances after the date hereof.

About The Central America Bottling Corporation

The Central America Bottling Corporation produces, distributes and markets beverage products that include brands owned by PepsiCo and Ambev, and its proprietary brands, including its wellness brand Beliv.  

Contact: [email protected]

SOURCE The Central America Bottling Corporation