The Central America Bottling Corporation Commences Tender Offer and Consent Solicitation for 5.750% Senior Guaranteed Notes due 2027

ROAD TOWN, British Virgin Islands, Jan. 5, 2022 /PRNewswire/ -- The Central America Bottling Corporation ("CBC" or the "Company") today announced that it has commenced (i) an offer to purchase for cash (the "Tender Offer") any and all of its outstanding U.S.$700,000,000 in aggregate principal amount of 5.750% Senior Guaranteed Notes due 2027 (the "Notes") and (ii) a solicitation of consents (the "Consent Solicitation") from the holders of the Notes to eliminate substantially all of the restrictive covenants and certain related events of default (the "Proposed Amendments") in the indenture, dated as of January 31, 2017, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee (as amended or supplemented as of the date hereof, the "Indenture") governing the Notes.

The following table summarizes the material economic terms of the Tender Offer:

The Tender Offer and the Consent Solicitation will expire at 11:59 p.m., New York City time, on February 2, 2022, 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 and validly deliver and do not validly revoke their consents by 5:00 p.m., New York City time, on January 19, 2022 (unless extended or earlier terminated the "Early Tender Deadline"), will receive $1,028.75 per $1,000 principal amount of Notes (the "Total Consideration"), if such Notes are accepted for purchase, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes (the "Early Tender Payment").  Holders who validly tender and do not validly withdraw their Notes and validly deliver and do not validly revoke their consents after the Early Tender Deadline but at or prior to the Expiration Time will receive $998.75 per $1,000 principal amount of Notes (the "Offer Consideration"), if such Notes are accepted for purchase.  Holders whose tendered Notes are accepted for purchase will also receive accrued and unpaid interest from, and including, the last interest payment date for the Notes, to, but not including, the applicable payment date for the Notes in the Tender Offer.

Holders who validly tender their Notes and deliver their consents by the Early Tender Deadline (and do not validly withdraw their Notes or revoke their consents), and whose Notes are accepted for purchase, will, if the Company so elects, receive payment on the early payment date, which is expected to be a business day following the Early Tender Deadline but before the Expiration Time.  Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but at or prior to the Expiration Time and whose Notes are accepted for purchase, will receive payment promptly after the Expiration Time on the final payment date.

The Tender Offer is being made in connection with a concurrent offering of notes ("New Notes") by the Company (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 Tender Offer is not an allocation of New Notes. In order to apply for the purchase of New Notes from the Company, such holder must make a separate application in respect of New Notes for the purchase of such New Notes. The Company 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 Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of certain conditions, including the receipt of consents from the holders of a majority in aggregate principal amount of the Notes (the "Requisite Consents") and a financing condition.  The consents are being solicited to eliminate substantially all of the restrictive covenants and certain related events of default contained in the Indenture governing the Notes.  If the Proposed Amendments become operative, a notice of redemption to holders whose Notes are to be redeemed will be permitted to be provided not less than three days before a redemption date instead of not less than 10 days before a redemption date as currently required under the Indenture.  Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.

Noteholders may withdraw tenders and revoke consents at any time prior to the earlier of (1) the Early Tender Deadline and (2) the date on which a supplemental indenture to the Indenture implementing the Proposed Amendments is executed (the "Withdrawal Deadline"), which is expected to promptly follow receipt of the Requisite Consents.

The Company has retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as the dealer managers and solicitation agents (the "Dealer Managers") for the Tender Offer and the Consent Solicitation.  Questions regarding the Tender Offer and the Consent Solicitation may be directed to Citigroup Global Markets Inc. (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 broker, dealer, commercial bank or trust company or other nominee for assistance.

The complete terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated January 5, 2022, copies of which may be obtained by contacting D.F. King & Co., Inc., as Tender Agent and Information Agent, at (888) 605-1956 (toll free), (212) 269-5550 (collect) or by email at [email protected]. 

None of the Company, the Dealer Managers or the Tender Agent and Information Agent makes any recommendation as to whether holders should tender their Notes pursuant to the Tender Offer or consent to the Proposed Amendments, 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 deliver consents, 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 Tender Offer and the Consent Solicitation. 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