ORBIA ADVANCE CORPORATION, S.A.B. DE C.V. ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL OF THE OUTSTANDING U.S.$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 1.875% SENIOR NOTES DUE 2026 (CUSIP NOS. 68560EAA6/P7S81YAB1)

Yahoo

30-04-2025

MEXICO CITY, April 25, 2025 /PRNewswire/ -- Orbia Advance Corporation, S.A.B. de C.V., a sociedad anónima bursátil de capital variable, organized under the laws of the United Mexican States ("Orbia") announced today offers to purchase for cash any and all of the outstanding 1.875% Senior Notes due 2026 issued by Orbia (the "Notes") (the "Tender Offer"), upon the terms and subject to the conditions (including the Financing Condition (as defined in the Offer to Purchase and Consent Solicitation Statement)) set forth in the offer to purchase and consent solicitation statement dated April 25 2025 (the "Offer to Purchase and Consent Solicitation Statement"), for a purchase price equal to the applicable Purchase Price (as defined in the Offer to Purchase and Consent Solicitation Statement). The Notes are fully, unconditionally and irrevocably guaranteed by the Guarantors (as defined in the Offer to Purchase and Consent Solicitation Statement).
Simultaneously with the Tender Offer, Orbia is conducting a solicitation (the "Consent Solicitation") of consents (the "Consents") from Holders of the Notes to effect certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes dated as of May 11, 2021, among Orbia, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), under which the Notes were issued (as amended and/or supplemented from time to time, the "Indenture"). The Proposed Amendments would amend the Indenture to permit satisfaction and discharge of the Notes at any time. Pursuant to the terms of the Indenture, the Proposed Amendments require the written consent of holders of a majority in aggregate principal amount of the outstanding Notes issued under the Indenture.
If Holders tender their Notes pursuant to the Tender Offer, they will also be providing Consents with respect to the Proposed Amendments with respect to such Notes. Holders may not tender their Notes in the Tender Offer without delivering their Consents pursuant to the Consent Solicitation and may not deliver their Consents without tendering the related Notes pursuant to the Tender Offer. The valid tender of Notes by any Holder pursuant to the relevant Tender Offer will be deemed to constitute the giving of a Consent by such Holder to the Proposed Amendments to the Indenture governing the Notes. There are no letters of transmittal in connection with the Tender Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation may be amended, extended, terminated or withdrawn at any time prior to the Expiration Time and for any reason, including if any of the conditions of the Tender Offer and Consent Solicitation is not satisfied or waived by the Expiration Time or the Early Tender Date, subject to compliance with applicable law. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation Statement.
The tables below summarize certain payment terms for the Notes:
Notes
CUSIP and ISINNumber(s)
Principal AmountOutstanding
ReferenceU.S. Treasury Security(1)
Bloomberg Reference page
Fixed Spread (basis points) (2)
Early Tender Payment (3)(4)
1.875% Senior Notes due 2026
CUSIP: 68560EAA6/P7S81YAB1
ISIN: US68560EAA64/USP7S81YAB11
U.S.$600,000,000
3.625%
UST due 5/15/2026
FIT4
0
U.S.$30
________________
(1)
The maturity date with respect to the Notes is May 11, 2026.
(2)
The Total Consideration for the Notes will be determined by reference to the Fixed Spread plus the Reference Yield based on the bid-side price of the applicable Reference Security as displayed on the Reference Page at 10:00 a.m., New York City time, on the Price Determination Date. The formula for determining the Total Consideration for the Notes is set forth on the Offer to Purchase and Consent Solicitation Statement.
(3)
Per U.S.$1,000.00 principal amount of Notes validly tendered and accepted for purchase (and not validly withdrawn) prior to or at the Early Tender Date.
(4)
The Total Consideration for the Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is inclusive of the Early Tender Payment (as defined below). The Total Consideration for the Notes does not include Accrued Interest, which will be payable in addition to the Total Consideration.
Holders of any Notes that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase will receive the Total Consideration. Each Total Consideration includes the Early Tender Payment. Notes that are validly tendered by Holders after the Early Tender Date but prior to or at the Expiration Time and that are accepted for purchase will receive the Total Consideration minus the Early Tender Payment, which is referred as the "Tender Offer Consideration." Purchase Price is the Total Consideration or the Tender Offer Consideration, as applicable.
"Total Consideration" will be determined by reference to the fixed spread for the Notes (the "Fixed Spread") plus the yield (the "Reference Yield") based on the bid-side price of the applicable U.S. Treasury Reference Security at 10:00 a.m., New York City time, on May 9, 2025, the Price Determination Date.
The Tender Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on May 23, 2025, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the "Expiration Time"). Holders of Notes must validly tender and not validly withdraw their Notes and deliver and not revoke their Consents prior to or at 5:00 p.m., New York City time, on May 8, 2025 (such date and time, as it may be extended with respect to the Notes, the "Early Tender Date") in the manner described in the Offer to Purchase and Consent Solicitation Statement, to be eligible to receive the Total Consideration for such Notes, which includes the Tender Offer Consideration and the Early Tender Payment, plus Accrued Interest for the Notes. If Holders of Notes validly tender Notes and deliver the associated Consents after the Early Tender Date but prior to or at the Expiration Time, such Holders will only be eligible to receive the Tender Offer Consideration plus Accrued Interest. Additionally, subject to the exceptions in the terms of the Notes, Orbia will pay additional amounts such that the applicable Purchase Price and Accrued Interest received by Holders after withholding tax, if any, will be equal to the amount that would have been due had there been no withholding tax.
Orbia reserves the right, in Orbia's sole discretion, to amend or terminate the Tender Offer and Consent Solicitation at any time.
The Early Tender Date is the last time and day for Holders to tender the Notes and deliver Consents in order to be eligible to receive the Total Consideration. Payment for the Notes that are validly tendered and not validly withdrawn prior to or at the Early Tender Date and that are accepted for purchase may be made, at Orbia's option, on the date referred to as the "Early Settlement Date." The Early Settlement Date, if it occurs, is expected to be on the third business day after the Early Tender Date. It is anticipated that the Early Settlement Date, if it occurs, will be on or around May 13, 2025.
If the Early Settlement Date occurs with respect to the Notes, payment for the Notes that are validly tendered and not validly withdrawn after the Early Tender Date and prior to or at the Expiration Time and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." If no Early Settlement Date occurs with respect to the Notes, then payment for all the Notes that are validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Time in respect of the Tender Offer. It is anticipated that the Final Settlement Date will be on or around May 28, 2025, the second business day after the Expiration Time.
Orbia's obligation to purchase Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, including, without limitation, the Financing Condition, described in the Offer to Purchase and Consent Solicitation Statement under "Conditions of the Tender Offer and Consent Solicitation."
Neither the Offer to Purchase and Consent Solicitation Statement nor any related documents have been filed with 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 Offer to Purchase and Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender and Information Agent for the Tender Offer and Consent Solicitation is D.F. King & Co., Inc. Additional contact information of the Tender and Information Agent is set forth below.
D.F. King & Co., Inc.
48 Wall Street, 22nd FloorNew York, New York 10005
Banks and Brokers call: [phone] (collect)All others call toll-free: [phone]E-mail: [e-mail]
Any questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to the Dealer Managers and Solicitation Agents and requests for additional copies of the Offer to Purchase and Consent Solicitation Statement may be directed to the Tender and Information Agent at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.
The Dealer Managers and Solicitation Agents for the Tender Offer and Consent Solicitation are:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States
Attention: Latin America Debt Capital Markets
Collect: [phone]
Toll-Free: [phone]
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
Collect: [phone]
Toll-Free: [phone]
Attn: Liability Management Group
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
United States of America
Attn: Global Debt Advisory Group
Toll-Free: [phone]
Collect: [phone]
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and Consent Solicitation are made only by and pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, and the information in this notice is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. None of Orbia, the Guarantors, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer and Consent Solicitation.
Orbia Advance Corporation, S.A.B. de C.V.Paseo de la Reforma 483, Piso 47, Colonia Cuauhtémoc, 06500Ciudad de México, MéxicoTel: [phone]E-mail: [e-mail]
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SOURCE Orbia Advance Corporation, S.A.B. de C.V.