Becle, SAB de CV announces final results of Morgan Stanley & Co. LLC’s cash tender offer and solicitation of its 3.750% senior bonds due 2025


Posted: October 27, 2021 at 10:25 a.m. EDT|Update: 1 hour ago

CITY OF MEXICO, October 27, 2021 / PRNewswire / – Becle, SAB de CV (the “Transmitter“) today announced the final results of the previously announced cash tender offer (the”Offer“), carried out by Morgan Stanley & Co. LLC (“Morgan stanley“or the”Offering“), for all outstanding 3.750% Senior Notes of the Issuer maturing in 2025 (the”Remarks“). The Notes are governed by the deed dated May 13, 2015 (as amended or supplemented, the “Indenture“), among the Issuer, certain subsidiary guarantors who are parties thereto and Citibank, NA, as trustee (the”Curator“).

The offer was made on the terms and subject to the conditions contained in an offer to purchase and solicitation of consent statement dated September 27, 2021 (the “Bid“).

According to information received from DF King & Co., Inc., the Information Agent (the “Information Officer“) for the Offer, in addition to the United States$ 346,288,000 total principal amount of Notes deposited before the Payment and Withdrawal of Consent Deadline and purchased on the Initial Settlement Date, an additional amount from the United States$ 351,000 total principal amount (the “Additional tender notes“) banknotes have been validly deposited after the deadline for payment of consent and withdrawal, but no later than 11:59 p.m., New York City It’s time 25 October 2021 (the “Offer Expiration date“).

Accordingly, subject to the terms and conditions of the Offer as set out in the Offer to Purchase, Morgan Stanley has agreed to purchase the additional tickets validly deposited at the time of expiry of the Offer. and expects that payment for any additional tickets validly deposited on or before the Offer Expiration Time and accepted by Morgan Stanley will be made on October 27, 2021 (the “Final settlement date“).

Holders who have validly deposited Additional Deposited Notes prior to the Offer Expiry Time will receive consideration from US$ 1,046.96 through $ 1,000 the principal amount of the Notes (equal to the Total Consideration less the Consent Payment) (such amount called “Purchase priceIn addition, the Holders of Additional Contributed Notes accepted for purchase will receive accrued and unpaid interest in respect of such Additional Contributed Notes purchased from, and including, the last date of interest payment up to and including at, but not including, the Final Settlement Date.

The obligation to pay for the Deposited Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase. The condition that the Issuer would have completed its simultaneous offer of senior notes, producing sufficient net cash proceeds to fund the total consideration of all notes validly tendered under the Offer, has been satisfied with the closing the Issuer’s offer of the 2,500% senior notes maturing in 2031. on October 14, 2021.
Additional Deposited Notes as well as Notes previously purchased by the Offeror under the Offer to Purchase total an aggregate principal amount of US$ 346,639,000, or approximately 69.33% of the original outstanding principal of the Notes.

Copies of the Offer to Purchase are available to Noteholders from the Information Agent at +1 (800) 884-5101.

Morgan Stanley, Citigroup Global Markets Inc. (“Citigroup“) and Goldman Sachs & Co. LLC (“Goldman Sachs“) have been engaged to act as dealer managers in connection with the Offer. Questions regarding the Offer may be directed to Morgan Stanley at +1 (212) 761-1057 (collect) or + 1 (800) 624-1808 (toll free in the US); Citigroup at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll free in the US); or Goldman Sachs at +1 (212) 357-1452 (collect) or +1 (800) 828-3182 (toll free in the United States).

The Issuer does not make the Offer. The Issuer has consented to the Bidder making the Offer described in the Offer to Purchase. The offer was made only by and in accordance with the offer to purchase.

It is expected that the Securities purchased by the Offeror in accordance with the Offer on the Final Settlement Date (as defined in the Offer to Purchase) will be exchanged by the Offeror for cash to be paid by the Issuer. .

For more information, please contact:

Guillermo Gonzalez Camarena n ° 800-4
Allvaro Obregon, Santa Fe, 01210
Mexico City, Mexico
+ 52 55 5258 7000
[email protected]

Legal notice

This announcement is not an offer to buy, a solicitation of an offer to buy or to deliver consents, a solicitation of Notes or a solicitation of delivery of consents, or an offer or solicitation to sell any securities. The Offer is not made to, and the Offeror will not accept offers for Notes from Holders in any jurisdiction in which the Offer would not be in compliance with the securities or blue sky laws of that jurisdiction. .

This press release contains forward-looking statements, including statements regarding the terms of the offer. These statements are estimates only and, as such, are based exclusively on management’s expectations for the Issuer, the Issuer’s business and the proposed transactions discussed here. These forward-looking statements depend in large part on changing market conditions, government regulations, pressures from competitors and industry performance and macroeconomic factors, among other factors, many of which are beyond control. or the issuer’s ability to predict, which could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. In view of these uncertainties, you should not place undue reliance on forward-looking statements. The Issuer and the Offeror disclaim any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

This press release should be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information that should be read carefully before making any decision regarding the Offer. If a holder of Notes has the slightest doubt as to the action to be taken, it is recommended that he seek his own legal, tax, accounting and financial advice, including as to tax consequences, immediately from his stockbroker. , bank manager, lawyer, accountant or other independent financial or legal advisor. Any person or company whose Notes are held on its behalf by a broker, broker, bank, custodian, trust company or other nominee or intermediary should contact such entity if they wish to participate in the Offer. . None of the Issuer, Morgan Stanley, the dealer managers, the Submission Agent and the Information Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliated company of such persons makes any recommendation as to whether holders of Notes should participate in the Offer.

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