Mexico’s Controladora Mabe amends tender offer, gives early results

Chicago, June 30 – Controladora Mabe SA de CV amended the terms of its cash tender offer for its $370 million outstanding 5.6% guaranteed senior notes due 2028 (Cusips: 21240BAD3, P3100SAC8), according to a press release on Thursday.

The central change is moving to a fixed-rate total consideration instead of a consideration based on the 2 5/8% U.S. Treasury due May 31, 2027 plus 145 basis points.

The company cites the volatility of the underlying reference security as the reason for the change.

Pricing was to be determined at 11 a.m. ET on June 29.

The new total consideration being offered is $1,042.50 per $1,000 note, inclusive of a $50 consent payment. Interest will also be paid to the settlement date.

The consent payment was initially only open to noteholders who tendered their notes by the early deadline; however, the full consideration is now open to all holders who tender their notes and deliver consents by the end of the offer at 11:59 p.m. ET on July 14.

The same fixed consideration is open to noteholders who have already tendered their notes.

The withdrawal deadline too has been extended through the end of the offer.

As of 5 p.m. ET on June 29, the original consent payment and withdrawal deadline, noteholders had tendered $328,285,000, or 88.73% of the principal amount of notes.

In terms of the consent solicitation, as a recap, the company is soliciting consents to amend the indenture to reduce the minimum notice periods required for an optional redemption of the notes and eliminate substantially all of the restrictive covenants and some events of default.

Consents are needed from noteholders representing a majority of the notes.

Noteholders who tender their notes are deemed to have given consent, and noteholders cannot consent without tendering their notes.

The consent fee will be paid even if the company does not receive tenders/consents from a majority of noteholders.

There will not be any early settlement, another change.

The offer will settle on July 19.

The offer is subject to the satisfaction of a new debt condition.

BNP Paribas Securities Corp. (888 210-4358) and Citigroup Global Markets Inc. (212 723-6106, 800 558-3745) are the dealer managers for the offer and solicitation agents for the consent solicitation.

Global Bondholder Services Corp. is the tender agent information agent for the offer and consent solicitation (855 654-2015).

Mabe is a Mexico City-based manufacturer of ranges, refrigerators, clothes dryers and washing machines.

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