MEXICO
CITY, Oct. 9, 2024 /PRNewswire/
-- Grupo Kaltex, S.A. de C.V. ("Kaltex" or the "Company")
announced today the expiration and final results of their
previously announced offer to purchase for cash any and all of the
outstanding 14.500% Senior Secured Notes due 2025 (CUSIP Nos.
40054F AC1; P4953V CC5 and ISIN Nos. US40054FAC14; USP4953VCC56)
(the "Notes") issued by Kaltex (the "Offer") and the related
solicitation (the "Solicitation") of consents ("Consent") from the
holders of Notes to certain proposed amendments to the indenture,
dated as of December 20, 2022 (as
amended and supplemented as of the date hereof, the "Indenture"),
among the Company, the Note Guarantors, The Bank of New York
Mellon, as trustee, paying agent, registrar, and transfer agent and
Banco Monex S.A. Institucion de Banca Multiple, Monex Grupo
Financiero, as collateral agent, under which the Notes were issued,
including releasing all of the collateral securing the Notes,
eliminating substantially all of the restrictive covenants and
certain events of default and related provisions and shortening the
minimum notice period for the optional redemption of the Notes by
the Company to three days, rather than 30 days (the "Proposed
Amendments"). The Proposed Amendments, if they become operative,
may have adverse consequences for Holders that did not tender their
Notes in the Offer.
The Offer and the Solicitation was made upon the terms and
subject to the conditions set forth in the offer to purchase and
consent solicitation statement dated September 11, 2024 (the "Statement"). Terms used
in this announcement and not otherwise defined have the meanings
assigned to them in the Statement. The Offer and the Solicitation
are subject to the satisfaction of certain conditions, including,
without limitation, the Financing Condition (as defined in the
Statement), and the other conditions set forth in the
Statement.
On September 11, 2024, the Company
commenced the Offer and Solicitation. According to information
received from D.F. King & Co., Inc., the information and tender
agent (the "Information Agent") for the Offer and Solicitation, as
of the Early Tender Date, the Company had received valid tenders of
Notes and corresponding Consents in an amount in excess of the 75%
in aggregate principal amount of the outstanding Notes required for
the implementation of the Proposed Amendments (the "Requisite
Consents") pursuant to the terms of the Offer and Solicitation.
Furthermore, in accordance with information received from the
Information Agent for the Offer and Solicitation, as of the
Expiration Time, the Company had received valid tenders of Notes
representing a total aggregate principal amount U.S.$103,516,000 (or 89.81% of the aggregate
principal amount of the Notes outstanding).
Accordingly, subject to the terms and conditions set forth in
the Statement, the Company has accepted for purchase the Notes
validly tendered as of 5:00 p.m.
New York City time, on
October 8, 2024 (the "Expiration
Time"), and expects that payment for all Notes validly tendered
(and not validly withdrawn) at or prior to the Expiration Time and
accepted by the Company will be made on or about October 11, 2024 (the "Settlement Date"). Holders
who validly tendered their Notes, and whose tendered Notes were
accepted for purchase, at or prior to the Expiration Time, will
receive the Total Consideration on the Settlement Date. In
addition, the Company will also pay accrued and unpaid interest, if
any, on such Notes from the last interest payment date with respect
to those Notes to, but not including, the Settlement Date, and any
additional amounts as set forth in the Statement.
Notwithstanding any other provision of the Offer or the
Solicitation set forth in the Statement, the Company's obligation
to accept for purchase, and to purchase, Notes validly tendered
pursuant to the Offer is conditioned upon the satisfaction or
waiver of: (i) the Financing Condition (as defined in the
Statement); (ii) receiving the Requisite Consents to effect the
Proposed Amendments; and (iii) the other conditions described in
the Statement). See "Conditions to the Offer and the Solicitation"
in the Statement. With respect to the Financing Condition, the
Company entered into a Mexican Peso denominated credit agreement,
dated April 19, 2024, with among
others, Banco Nacional de Comercio Exterior, S.N.C., Institución de
Banca de Desarrollo, and Nacional Financiera, S.N.C., Institución
de Banca de Desarrollo, as lenders (the "New Financing"),
which is expected to be disbursed on October
11, 2024 in an amount sufficient to yield net cash proceeds
sufficient to fund, in whole or in part, as applicable, the Total
Consideration for the tendered Notes accepted in the Offer,
including Accrued Interest plus fees and expenses related to the
Offer and the Consent Solicitation. Once such disbursement under
the New Financing has been made, the Financing Condition shall have
been satisfied.
Furthermore, the Company hereby announces that it expects that
the first supplemental indenture to the Indenture effecting the
Proposed Amendments will be executed on October 9, 2024 or promptly thereafter. Such
supplemental indenture will become effective upon its execution and
delivery by the Company, the Trustee and the other parties thereto;
however, the Proposed Amendments will not become operative unless
and until the conditions described in the Statement for the
operation of the Proposed Amendments have been satisfied.
D.F. King & Co., Inc is acting as the information and tender
agent (the "Information and Tender Agent") for the Offer. Copies of
the Statement are available to holders of Notes from the Tender
Agent and Information Agent at +1 (212) 269-5550 and +1 (800)
487-4870 and at kaltex@dfking.com
BCP Securities, Inc., is acting as dealer manager and
solicitation agent for the Offer and Consent Solicitation.
Questions regarding the Offer may be directed to BCP Securities,
Inc., at +1-203-629-2186 jharper@bcpsecurities.com.
Disclaimer
This press release must be read in conjunction with the
Statement. This press release and the Statement contain
important information which must be read carefully before any
decision is made with respect to the Offer and the
Consent Solicitation. If any holder of Notes is in any doubt as to
the action it should take, it is recommended to seek its own
legal, tax, accounting and financial advice, including as to
any tax consequences, immediately from its stockbroker,
bank manager, attorney, accountant or other independent
financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the
Offer and the Consent Solicitation. None of the Company, the
dealer manager, the information and tender agent, the trustee,
the registrar, the paying agent and any person who controls, or is
a director, officer, employee or agent of such persons, or any
affiliate of such persons, makes any recommendation as to whether
holders of Notes should participate in the Offer and the
Consent Solicitation.
Neither the Statement nor any related documents have been filed
with the U.S. Securities and Exchange Commission, nor have any such
documents been filed with or reviewed by any federal or state
securities commission or regulatory authority of any country. No
authority has passed upon the accuracy or adequacy of the Statement
or any related documents, and it is unlawful and may be a criminal
offense to make any representation to the contrary.
In addition, neither the Statement nor any related documents
have been filed with or been reviewed or authorized by the Mexican
National Banking and Securities Commission (Comisión Nacional
Bancaria y de Valores, the "CNBV"). The Company has not filed
with the CNBV a request for authorization of the Offer and the
Consent Solicitation. The Offer and the Consent Solicitation does
not constitute a public offering in Mexico and it may not be publicly distributed
in Mexico. The Offer and the
Consent Solicitation may only be made available in Mexico to investors that qualify as
institutional or accredited investors (inversionistas
institucionales or inversionistas calificados), solely
pursuant to the private offering exemption set forth in article 8
of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations
thereunder. Neither the Statement nor any related documents may be
publicly advertised, marketed, distributed in Mexico. Furthermore, the CNBV has not
confirmed the accuracy or determined the adequacy of this
Offer.
The Offer and the Consent Solicitation were made solely on the
terms and conditions set forth in the Statement. Under no
circumstances shall this press release constitute an offer to buy
or the solicitation of an offer to sell the Notes or any other
securities of the Company or any of its subsidiaries. The Offer and
the Consent Solicitation were not made to, and the Company has not
accepted tenders of Notes from, holders in any jurisdiction in
which the Offer and the Consent Solicitation or the acceptance
thereof would not be in compliance with the securities or blue sky
laws of such jurisdiction.
Forward-Looking Statements
Statements in this press release may be "forward-looking
statements," which are subject to risks and
uncertainties. Other than statements of historical fact,
information regarding activities, events and developments that we
expect or anticipate will or may occur in the future are
forward-looking statements based on management's
estimates, assumptions and projections. Many forward-looking
statements may be identified by the use of words such
as "expect," "anticipate," "intend," "plan," "believe,
"estimate" and similar expressions. Forward-looking
statements contained in this press release are predictions
only and actual results could differ materially from
management's expectations due to a variety of factors.
The forward-looking statements that we make in this press
release are based on management's current views
and assumptions regarding future events and speak only as of
their dates and are subject to risks such as described in the
Statement. We assume no obligation to update developments of
these risk factors or to announce publicly any revisions to any of
the forward-looking statements that we make, or to make
corrections to reflect future events or developments, except as
required by the U.S. federal securities laws.
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SOURCE Grupo Kaltex, S.A. de C.V.