Le Lézard
Classified in: Business
Subject: TNM

Controladora Mabe, S.A. de C.V. Announces Early Tender Participation Results and Early Payment under its Tender Offer for up to US$350,000,000 of its Outstanding 7.875% Senior Notes Due October 28, 2019


MEXICO CITY, Oct. 18, 2018 /PRNewswire/ -- CONTROLADORA MABE, S.A. DE C.V. (the "Company") announced today that the early tender period in respect of the previously announced offer to purchase (the "Tender Offer") up to US$350,000,000 aggregate principal amount (the "Tender Cap") of its Outstanding 7.875% Senior Notes Due October 28, 2019 (CUSIP/ISIN Nos. 21240BAA9/ US21240BAA98 and P3100SAA2/ USP3100SAA26) (the "Notes") expired on October 18, 2018 at 8:00a.m., New York City time (the "Early Tender Deadline"). The Company further announced that as of the Early Tender Deadline, the Company had received tenders (not validly withdrawn) from the holders of US$314,340,000, or approximately 65.37%, of the total outstanding principal amount of the Notes, and that it has accepted for purchase US$314,340,000 of the outstanding principal amount of such Notes pursuant to the Tender Offer.

The Company has elected to exercise its early purchase option described in the Offer to Purchase, dated October 3, 2018 (as amended or supplemented from time to time, the "Offer to Purchase"), relating to the Tender Offer. Subject to the conditions set forth in the Offer to Purchase, holders of Notes who validly tendered their Notes at or prior to the Early Tender Deadline and did not validly withdraw their Notes at or prior to such time will receive on October 23, 2018 (the "Early Payment Date") the total consideration of US$1,046.80 (the "Total Consideration") for every US$1,000 principal amount of the Notes validly tendered and not withdrawn at or before the Early Tender Deadline and accepted in the Tender Offer, which includes an early tender payment of US$30 (the "Early Tender Payment") for each US$1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date.

The Company does not currently expect to increase the Tender Cap. Holders of Notes who validly tender their Notes after the Early Tender Deadline but before 12:00 midnight on October 31, 2018 (the "Expiration Time") and whose Notes are accepted for purchase would not receive the Early Tender Payment and would only receive consideration of US$1,016.80 per US$1,000 principal amount of Notes validly tendered and not withdrawn, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor. Moreover, Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn would have priority in payment over Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. Unless required by applicable law, Notes tendered after the withdrawal deadline of 8:00 a.m., New York City time, on October 18, 2018, but at or before the Expiration Time, may not be withdrawn.

The Company's obligations to accept any Notes validly tendered and not withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase, including the financing condition as described therein. The Tender Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase. Subject to applicable law, the Company may amend, further extend, withdraw or, subject to certain conditions, terminate the Tender Offer or otherwise amend the terms of the Tender Offer.

Citigroup Global Markets Inc. is the dealer manager for the Tender Offer. Global Bondholder Services Corporation has been appointed as the depositary and information agent for the Tender Offer.

Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).

Holders who would like additional copies of the Offer to Purchase may call the information agent, Global Bondholder Service Corporation, toll-free at (866)-470-4200. (Banks and brokers may call collect at (212) 430-3774.)

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of tenders with respect to any Notes or other securities. The Tender Offer is being made solely pursuant to the Offer to Purchase, copies of which were delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer.  Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer.

The Tender Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, the Tender Offer will be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.

Forward-Looking Statements

This release may contain forward-looking statements. These statements relate to our future prospects, developments and business strategies and are identified by our use of terms and phrases such as "anticipate," "believe," "could," "would," "will," "estimate," "expect," "intend," "may," "plan," "predict," "project," "goals," "target," "strategy" and similar terms and phrases, and may include references to assumptions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, including our financial condition and liquidity and the development of the Mexican home appliance industry, may differ materially from (and be more negative than) those made in, or suggested by, any forward-looking statements contained in this release.  In addition, even if our results of operations, including our financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this release, those results or developments may not be indicative of results or developments in subsequent periods.  These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments. More detailed information about these and other factors is set forth in the Offer to Purchase.

www.mabe.cc

SOURCE Controladora Mabe, S.A. de C.V.


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