The Central America Bottling Corporation Commences Capped Tender Offer for 5.250% Senior Guaranteed Sustainability-Linked Notes due 2029

BRITISH VIRGIN ISLANDS, Sept. 17, 2026 /PRNewswire/ -- The Central America Bottling Corporation ("CBC" or the "Company"), CBC Bottling Holdco, S.L. ("CBC Bottling") and Beliv Holdco, S.L. ("Beliv Holdco" and, together with the Company and CBC Bottling, the "Co-Issuers") today announced that they have commenced an offer to purchase for cash (the "Offer") up to $400 million in aggregate principal amount of their outstanding U.S.$1,100,000,000 in aggregate principal amount of 5.250% Senior Guaranteed Sustainability-Linked Notes due 2029 (the "Notes") issued pursuant to the indenture, dated as of January 27, 2022, among, inter alios, the Co-Issuers, Mariposa Group Holdings Corp. and certain subsidiaries of the company, as guarantors, and The Bank of New York Mellon, as trustee (the "Trustee") (as amended or supplemented as of the date hereof, the "Indenture") governing the Notes.

The consideration per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offer will be the consideration set forth in the table below (the "Consideration"), plus accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined herein).

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The Offer will expire at 5:00 p.m., New York City time, on September 23, 2026, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the "Expiration Time"). Holders who validly tender and do not validly withdraw their Notes by the Expiration Time and whose Notes are accepted for purchase will be paid the Consideration plus accrued interest on the settlement date, which is expected to be the fifth business day following the Expiration Time (the "Settlement Date").

The Offer is being made in connection with a concurrent offering of notes ("New Notes") by the Co-Issuers (the "New Offering"). Tendering holders who wish to tender their Notes for cash and also subscribe for New Notes should quote an allocation identifier code ("Allocation Identifier Code"), which can be obtained by contacting the Dealer Managers (as defined herein). The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Offer is not an allocation of New Notes. In order to apply for the purchase of New Notes from the Co-Issuers, a holder must make a separate application in respect of New Notes for the purchase of such New Notes. The Co-Issuers will review tender instructions and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. The Offer to Purchase is not an offer to sell the New Notes and the New Notes are only being sold to qualified institutional buyers ("QIBs") under Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") and non-U.S. persons outside the United States in reliance on Regulation S of the Securities Act pursuant to a separate offering memorandum.

The Offer is subject to the satisfaction or waiver of certain conditions, including the successful completion of the New Offering.

In the event that the aggregate principal amount of Notes validly tendered at or prior to the Expiration Time exceeds $400 million (subject to any increase at the Co-Issuers' discretion), the Co-Issuers will accept such Notes for purchase on a pro rata basis. In the event proration is required, the Co-Issuers will multiply the principal amount of each valid tender of Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of $1,000, in order to determine the principal amount of such tender that will be accepted pursuant to the Offer. The excess principal amount of Notes not accepted from the tendering holders will be promptly returned to such holders, and if this excess principal amount of Notes is less than $2,000, the Co-Issuers may either accept or reject all such tendering holders' validly tendered Notes in their sole discretion. Additionally, the Co-Issuers may increase the amount of Notes accepted for payment in the Offer by no more than 2% of the outstanding principal amount of the Notes, as described Offer to Purchase, dated September 17, 2026 (the "Offer to Purchase"), without amending or extending the Offer. Any Notes that are accepted for purchase by the Co-Issuers will be retired and canceled.

Notes tendered pursuant to the Offer may be validly withdrawn at any time (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event the Offer is extended, the tenth business day after the commencement date of the Offer, and (ii) after the 60^th business day after the commencement date if for any reason the Offer has not been consummated within 60 business days of the commencement date. If the Co-Issuers amend the Offer in a manner materially adverse to tendering holders, withdrawal rights will be extended as the Co-Issuers (in consultation with the Dealer Managers) determine appropriate and in accordance with applicable law, to allow tendering holders a reasonable opportunity to respond to such amendment.

The Co-Issuers have retained BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as the dealer managers (the "Dealer Managers") for the Offer. Questions regarding the Offer may be directed to BofA Securities Inc. at +1 (888) 292 0070, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) and J.P. Morgan Securities LLC at (866) 846-2874 (toll-free) or (212) 834-7279 (collect). You may also contact your custodian bank, broker, dealer, trust company, or other nominee for assistance.

The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained by contacting Global Bondholder Services Corporation, as Tender and Information Agent (the "Tender and Information Agent"), at (855) 654-2014 (toll free), (212) 430-3774 (banks and brokers call) or by email at [email protected] or online at https://gbsc-usa.com/cbc/.

None of the Co-Issuers, the Dealer Managers, the Tender and Information Agent or the Trustee makes any recommendation as to whether holders should tender their Notes in connection with the Offer and no one has been authorized by any of them to make such recommendation. Holders must make their own decision as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

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 contains forward-looking statements, including with respect to the Offer. Actual results may differ materially from those reflected in the forward-looking statements. The Co-Issuers 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