MEXICO CITY, Jan. 6, 2020 /PRNewswire/ -- Coca-Cola FEMSA,
S.A.B. de C.V. ("KOF") (NYSE: KOF) announces that it has commenced
an offering of U.S. dollar-denominated global notes in one or more
series (the "New Notes"), subject to market and other
conditions. The New Notes will be unsecured obligations of
KOF and will be fully and unconditionally guaranteed by Propimex,
S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de
R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V.,
Refrescos Victoria del Centro, S. de R.L. de C.V., Yoli de
Acapulco, S. de R.L. de C.V.,
Controladora Interamericana de Bebidas, S. de R.L. de C.V. and
Distribuidora y Manufacturera del Valle de México, S. de R.L. de
C.V.
KOF intends to use the net proceeds from the sale of the New
Notes to repurchase its 3.875% senior notes due 2023 (the "Old
Notes") in connection with the tender offer described herein, and
to redeem any Old Notes not otherwise tendered and repurchased in
such tender offer, and the remaining net proceeds, if any, for
general corporate purposes, including to fund working capital,
capital expenditures, acquisitions of or investments in businesses
or assets, and the redemption or repayment of short-term or
long-term borrowings.
KOF hereby also announces the commencement of an offer to
purchase for cash (the "Offer") of any and all of its Old
Notes. In conjunction with the Offer, KOF is soliciting
consents from the holders of Old Notes (the "Consent Solicitation")
to (i) reduce the Old Notes' optional redemption notice periods
from 45 days in the case of the notice to the trustee under the
indenture governing the Old Notes and between 30 and 60 days in the
case of the notice to the holders of Old Notes, in each case, to
three business days, and (ii) to the execution and delivery of a
supplemental indenture to the indenture governing the Old Notes in
order to effect such amendment. Holders of a majority of the
aggregate principal amount outstanding of the Old Notes must
consent to the proposed amendment to the indenture governing the
Old Notes in order for it to become effective.
The following table sets forth the series of Old Notes subject
to the Offer and the consideration payable for Old Notes accepted
for purchase in the Offer.
Old
Notes
|
CUSIP/ISIN
|
Principal
Amount
Outstanding
|
Reference
Security
|
Relevant
Bloomberg
Page
|
Fixed
Spread
|
Hypothetical
Total
Consideration per
$1,000 Principal
Amount of Notes(1)
|
3.875% Senior
Notes
due 2023
|
191241 AE8 /
US191241AE83
|
$900,000,000
|
2.750% U.S. Treasury
Note
due November 15, 2023
|
PX5
|
20 bps
|
$1,076.99
|
______________________
(1)
|
Hypothetical total
consideration was calculated on the basis of the bid-side price of
the Reference Security at 11:00 a.m., New York City time, on
January 3, 2020. The total consideration includes a consent
payment of $30.00 per $1,000 principal amount of Old Notes validly
tendered (and not validly withdrawn) and accepted for purchase
pursuant to the Offer (the "Consent Payment").
|
The Offer will expire at 11:59
p.m., New York City time,
on February 3, 2020, unless extended
or earlier terminated (such time and date, as the same may be
extended or earlier terminated, the "Offer Expiration Time").
The Consent Solicitation will expire at 5:00
p.m., New York City time,
on January 17, 2020, unless extended
or earlier terminated (such time and date, as the same may be
extended or earlier terminated, the "Consent Payment and Withdrawal
Deadline").
Tenders of Old Notes may be withdrawn at any time on or prior to
the Consent Payment and Withdrawal Deadline, but not
thereafter. Holders may not withdraw Old Notes previously
tendered without revoking the previously delivered consents to
which such tender relates and vice versa.
The total consideration (the "Total Consideration") for each
$1,000 principal amount of Old Notes
validly tendered (and not validly withdrawn) and accepted for
purchase pursuant to the Offer and Consent Solicitation is the
price equal to:
(i) the present value on the
Initial Settlement Date (as defined herein) of (x) $1,000, the principal amount payable on the Old
Notes on November 26, 2023, the
scheduled maturity date of the Old Notes (the "Maturity Date"), and
(y) all scheduled interest payments on the Old Notes from the
Initial Settlement Date up to and including the Maturity Date, in
each case discounted on the basis of a yield to maturity equal to
the sum of (a) the yield to maturity on the 2.750% U.S. Treasury
Note due November 15, 2023 (the
"Reference Security"), as calculated by any of BofA Securities,
Inc., Citigroup Global Markets Inc., or Goldman Sachs & Co. LLC
in its capacity as Dealer Manager (as defined herein), in
accordance with standard market practice, based on the bid side
price of the Reference Security at 11:00
a.m., New York City time,
on January 17, 2020, or such other
date as may be decided by the Company in its sole discretion, as
displayed on the Bloomberg Government Pricing Monitor Page PX5 or
any recognized quotation source selected by the Dealer Managers in
their sole discretion if the Bloomberg Government Pricing Monitor
is not available or is manifestly erroneous, plus (b) 20
basis points, minus
(ii) accrued and unpaid
interest on the Old Notes from and including the last interest
payment date to, but not including, the Initial Settlement
Date,
such price being rounded to the nearest $0.01 per $1,000
principal amount of the Old Notes. The amount referred to in
the preceding clause (i) includes the Consent Payment.
Subject to the terms and conditions of the Offer and Consent
Solicitation, each holder who validly tenders (and does not validly
withdraw) such holder's Old Notes on or prior to the Consent
Payment and Withdrawal Deadline will be entitled to receive, if
such Old Notes are accepted for purchase (the date of such
purchase, the "Initial Settlement Date"), the Total Consideration,
plus accrued and unpaid interest, from and including the
last interest payment date to, but not including, the Initial
Settlement Date. Holders who validly tender their Old Notes
after the Consent Payment and Withdrawal Deadline but on or prior
to the Offer Expiration Time will be entitled to receive, if such
Old Notes are accepted for purchase (the date of such purchase,
which is expected to occur promptly following the Offer Expiration
Time, the "Final Settlement Date"), the Total Consideration
minus the Consent Payment, plus accrued and unpaid
interest, from and including the last interest payment date to, but
not including, the Final Settlement Date (each of the Initial
Settlement Date and the Final Settlement Date, a "Settlement
Date"). Assuming all conditions to the Offer and Consent
Solicitation have been satisfied or waived, the Initial Settlement
Date is expected to occur on the second business day following the
Consent Payment and Withdrawal Deadline, or January 22, 2020, and the Final Settlement Date
is expected to occur on the second business day following the Offer
Expiration Time, or February 5,
2020.
The Offer and Consent Solicitation are conditioned upon the
consummation of the New Notes offering, among other customary
conditions.
The Offer and Consent Solicitation are being made pursuant to
the offer to purchase and consent solicitation statement dated
January 6, 2020 (as may be amended or
supplemented from time to time, the "Statement").
Subject to the results of the Offer and Consent Solicitation,
KOF currently intends to send a notice of redemption to the trustee
and the holders of any outstanding Old Notes immediately following
the Initial Settlement Date in accordance with the terms and
conditions set forth in the indenture governing the Old Notes,
after giving effect to the proposed amendment, although KOF has no
legal obligation to do so and the selection of any particular
redemption date is in its sole discretion. This statement of intent
shall not constitute a notice of redemption under the indenture
governing the Old Notes.
KOF has engaged BofA Securities, Inc., Citigroup Global Markets
Inc., and Goldman Sachs & Co. LLC to act as joint bookrunners
with respect to the offering of the New Notes and as dealer
managers and solicitation agents in connection with the Offer and
Consent Solicitation (the "Dealer Managers" and each, a "Dealer
Manager"). Global Bondholder Services Corporation is acting
as the tender and information agent for the Offer and Consent
Solicitation.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. KOF has filed a registration
statement, including a prospectus with the U.S. Securities and
Exchange Commission ("SEC"). Before you invest, you should
read the prospectus and preliminary prospectus supplement and other
documents KOF has filed with the SEC for more complete information
about the companies and the offering of the New Notes. When
available, you may access these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, a
copy of the prospectus and preliminary prospectus supplement may be
obtained by contacting BofA Securities, Inc. at +1 (888) 292-0070,
Citigroup Global Markets Inc. at +1 (800) 558-3745, Goldman Sachs
& Co. LLC at +1 (800) 828-3182 (each toll-free in the United States) or, if calling from outside
the U.S., by collect calling BofA Securities, Inc. at +1 (646)
855-8988, Citigroup Global Markets Inc. at +1 (212) 723-6106, or
Goldman Sachs & Co. LLC at 1 (212) 357-1452.
The Offer and Consent Solicitation are not being made to holders
of Old Notes in any jurisdiction in which KOF is aware that the
making of the Offer and Consent Solicitation or the acceptance of
consents would not be in compliance with the laws of such
jurisdiction. In any jurisdiction in which the securities
laws or blue sky laws require the Offer and Consent Solicitation to
be made by a licensed broker or dealer, the Offer and Consent
Solicitation will be deemed to be made on KOF's behalf by the
Dealer Managers or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction. Any
questions or requests for assistance regarding the Offer and
Consent Solicitation may be directed to BofA Securities, Inc. at +1
(888) 292-0070, Citigroup Global Markets Inc. at +1 (800) 558-3745,
Goldman Sachs & Co. LLC at +1 (800) 828-3182 (each toll-free in
the United States) or, if calling
from outside the U.S., BofA Securities, Inc. at +1 (646) 855-8988,
Citigroup Global Markets Inc. at +1 (212) 723-6106, or Goldman
Sachs & Co. LLC at 1 (212) 357-1452 (collect). Requests
for additional copies of the Statement and related documents may be
directed to Global Bondholder Services Corporation at +1 (866)
794-2200 (toll-free).
Neither the Statement nor any documents related to the Offer and
Consent Solicitation have been filed with, and have not been
approved 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
documents related to the Offer and Consent Solicitation, and it is
unlawful and may be a criminal offense to make any representation
to the contrary.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are information of a
non-historical nature or which relate to future events and are
subject to risks and uncertainties. No assurance can be given
that the transactions described herein will be consummated or as to
the ultimate terms of any such transactions. KOF undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events
or for any other reason.
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content:http://www.prnewswire.com/news-releases/coca-cola-femsa-sab-de-cv-announces-offering-of-global-notes-and-commencement-of-tender-offer-and-consent-solicitation-300981963.html
SOURCE Coca-Cola FEMSA, S.A.B. de C.V.