PROSPECTUS SUPPLEMENT
(To Prospectus Dated
December 17, 2019)
Coca-Cola FEMSA, S.A.B. de C.V.
U.S.$705,000,000 1.850% Senior Notes due 2032
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.
Distribuidora y Manufacturera del Valle de México, S. de R.L. de C.V.
We are offering U.S.$705,000,000 aggregate principal amount of our 1.850% senior notes due 2032 (the notes).
We will pay interest on the notes on March 1 and September 1 of each year, beginning on March 1, 2021. The notes will mature on September 1,
2032.
Our wholly owned subsidiaries 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. (each a Guarantor, and collectively, the Guarantors) have fully, jointly and severally, irrevocably and unconditionally agreed to guarantee the payment of principal, premium, if any, interest, additional
interest and all other amounts in respect of the notes.
The notes will rank equally in right of payment with all of our other unsecured and
unsubordinated debt obligations from time to time outstanding. The guarantees will rank equally in right of payment with all of the Guarantors other unsecured and unsubordinated debt obligations from time to time outstanding.
In the event of certain changes in the applicable rate of withholding taxes on interest (or amounts deemed interest), we may redeem the notes,
in whole but not in part, at a price equal to 100.0% of their principal amount plus accrued and unpaid interest and any additional interest thereon to, but excluding, the redemption date. We will have the right at our option to redeem the
notes, in whole at any time or in part from time to time, prior to June 1, 2032 (the date that is three months prior to the maturity date of the notes, the Par Call Date), at a redemption price equal to the greater of 100.0% of their
principal amount and a make-whole amount described herein, plus accrued and unpaid interest and any additional interest thereon to, but excluding, the redemption date. We will have the right at our option to redeem the notes, in
whole at any time or in part from time to time, on and after the Par Call Date at 100.0% of their principal amount plus accrued and unpaid interest and any additional interest thereon to, but excluding, the redemption date. See
Description of NotesRedemption of Notes in this prospectus supplement.
We will apply to list the notes on the New York
Stock Exchange (the NYSE).
Investing in the notes involves risks. See Risk Factors on page
S-7 of this prospectus supplement and beginning on page 4 of the accompanying prospectus to review risk factors you should consider before purchasing the notes.
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Price to
Public(1)
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Underwriting
Discount
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Price to
Underwriters
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Proceeds to
Coca-Cola FEMSA(2)
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1.850% Senior Notes due 2032
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99.604
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%
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0.200
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%
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99.404
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%
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U.S.$
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700,798,200
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(1)
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Plus accrued interest, if any, from September 1, 2020.
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(2)
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Before deducting expenses payable by us related to this offering.
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THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES)
MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE NOTES MAY BE OFFERED IN MEXICO TO
INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS, PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SET FORTH IN ARTICLE 8 OF THE SECURITIES MARKET LAW. WE WILL NOTIFY THE CNBV OF THE OFFERING OF THE NOTES OUTSIDE OF MEXICO AND OF THE TERMS
OF THE NOTES FOR INFORMATION AND STATISTICAL PURPOSES ONLY, AND THE DELIVERY OF SUCH NOTICE TO, AND THE RECEIPT THEREOF BY, THE CNBV IS NOT A CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE
ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN FILED WITH, REVIEWED OR AUTHORIZED BY, THE CNBV.
THE ACQUISITION OF THE NOTES BY AN INVESTOR WHO IS A RESIDENT OF MEXICO WILL BE BASED UPON ITS OWN EXAMINATION OF US AND THE GUARANTORS AND WILL BE MADE UNDER SUCH INVESTORS OWN RESPONSIBILITY.
None of the CNBV, the U.S. Securities and Exchange Commission (the SEC) or any U.S. state or foreign securities commission has
approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the notes will be made in book-entry form through The Depository Trust Company (DTC) on or about September 1, 2020.
Joint Bookrunners
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BofA Securities
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J.P. Morgan
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Morgan Stanley
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This prospectus supplement is dated August 26, 2020.