Metalsa Announces Early Tender Results

MONTERREY, Mexico, April 30, 2021 /PRNewswire/ — Metalsa, S.A. de C.V. («Metalsa» or the «Company») announced today the early tender…

MONTERREY, Mexico, April 30, 2021 /PRNewswire/ — Metalsa, S.A. de C.V. («Metalsa» or the «Company«) announced today the early tender results in connection with its previously announced cash tender offer (the «Tender Offer«) for any and all of the outstanding U.S.$300,000,000 aggregate principal amount of its 4.900% Senior Notes due 2023 (the «Notes«) and the related solicitation of consents (the «Consent Solicitation«) to certain proposed amendments to the Notes and the indenture governing the Notes (as amended, the «Indenture«).

The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated April 19, 2021 (as amended or supplemented from time to time, the «Offer to Purchase«), previously distributed to holders of the Notes.

The Company has been advised that as of 5:00 p.m. (New York City time) on April 30, 2021 (such date and time, the «Early Tender Payment Deadline«), U.S.$181,320,000 in aggregate principal amount of the Notes, representing approximately 60.44% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer, for which related consents have been delivered (and not validly revoked) pursuant to the Consent Solicitation. The Company intends to purchase all Notes validly tendered (and not validly withdrawn) and accept all consents validly delivered (and not validly revoked) at or prior to the Early Tender Payment Deadline, on May 4, 2021 (the «Early Settlement Date«).

Based on the receipt of the consents, the Company intends to execute a supplemental indenture (the «Supplemental Indenture«) to the Indenture. The Supplemental Indenture will implement the proposed amendments (the «Proposed Amendments«) set forth in the Offer to Purchase, which would (i) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture, (ii) reduce the minimum required notice period for the redemption of Notes from 30 days to three business days prior to the date fixed for redemption (maintaining the maximum notice period of 60 days) and (iii) amend the covenant in the Indenture with respect to consolidation, merger, sale or conveyance to allow the Company to effect a corporate reorganization, as described in the Offer to Purchase. Although the Supplemental Indenture will be effective immediately upon execution, the Proposed Amendments will not become operative until the Early Settlement Date. The Supplemental Indenture will be binding on all holders of Notes, including holders of Notes not validly tendered and purchased pursuant to the Tender Offer.

On the Early Settlement Date, holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Payment Deadline will receive U.S.$1,065.00 for each U.S.$1,000 principal amount of Notes (the «Total Consideration«), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the «Early Tender Payment«).  Holders who validly tender (and do not withdraw) their Notes after the Early Tender Payment Deadline but at or prior to 11:59 p.m. (New York City time), on May 14, 2021, unless extended or earlier terminated by the Company (such date and time, as the same may be modified, the «Expiration Time«), will be eligible to receive U.S.$1,035.00 per U.S.$1,000 principal amount of Notes (the «Tender Offer Consideration«), which amount will be equal to the Total Consideration less the Early Tender Payment.  In addition, the Company will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase, and additional amounts thereon, from the most recent interest payment date on the Notes to, but not including, the applicable settlement date for the Notes accepted for purchase.

The Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the consummation of an offering by the Company (the «New Notes Offering«) of new senior notes (the «New Notes«) at or prior to the Early Settlement Date on terms satisfactory to the Company. This condition is expected to be satisfied upon the closing of the New Notes Offering on May 4, 2021.  The New Notes offered pursuant to the New Notes Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the «Securities Act«), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Following payment for the Notes accepted pursuant to the terms of the Tender Offer, Metalsa may, but is not obligated to, redeem all or a portion of the Notes that remain outstanding in accordance with the terms of the Indenture.  Neither the Offer to Purchase nor this press release constitutes a notice of redemption or an obligation to issue a notice of redemption.

BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.

Copies of the Offer to Purchase are available to holders of Notes from Global Bondholder Services Corporation, the information agent and the tender agent for the Tender Offer and the Consent Solicitation.  To contact the information agent and tender agent, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (866) 470-3700 or email contact@gbsc-usa.com.  Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

By Facsimile Transmission:



65 Broadway, Suite 404

(for eligible institutions only)



New York, NY 10006

+1 (212) 430-3775/3779



USA

Confirmation by Telephone



Attention: Corporate Actions

+1 (212) 430-3774

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents 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 or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase.  Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries.  The Tender Offer and the Consent Solicitation are not being made to, nor will the Company accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction.  This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture.  No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes.  Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.

About Metalsa

Metalsa is a sociedad anónima de capital variable (a variable capital corporation) organized under the laws of the United Mexican States involved in the production of structural components for automotive light vehicle and commercial vehicles, with more than 60 years of experience. Currently, Metalsa supplies the global market with manufacturing plants, offices and technology centers worldwide in countries such as Argentina, Brazil, India, Japan, Mexico, Thailand, and the United States. It also offers Just in Time services in sequencing centers located in strategic areas close to its customers. With this international presence, Metalsa can effectively fulfill and carry out locally the global customer strategies. The Company’s main office is located in «Pabellón M» at Benito Juárez Street, Monterrey, Nuevo León, Mexico, 64000. For additional information, visit http://www.metalsa.com/. The information on the Company’s website is not a part of, and is not incorporated by reference into, the Offer to Purchase or this press release. 

Important Notice Regarding Forward-Looking Statements

This press release contains statements that constitute estimates and forward-looking statements.  These statements appear in a number of places in this press release and include statements regarding the Company’s intent, belief or current expectations, and those of the Company’s officers, with respect to (among other things) the Company’s financial condition.

The Company’s estimates and forward-looking statements are based mainly on current expectations and estimates of future events and trends, which affect, or may affect, the Company’s business and results of operations.  Although the Company believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are based on information currently available to the Company.

The words «believe,» «may,» «may have,» «would,» «estimate,» «continues,» «anticipates,» «intends,» «hopes,» and similar words are intended to identify estimates and forward-looking statements.  Estimates and forward-looking statements refer only to the date when they were made, and neither Metalsa, the dealer managers and solicitation agents, the information agent and tender agent or any affiliate of any of them undertakes any obligation to update or review any estimate or forward-looking statement due to new information, future events or any other factors.  Estimates and forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from the expectations described in the forward-looking statements.  In light of the risks and uncertainties described above, the events referred to in the estimates and forward-looking statements included in this press release may or may not occur, and the Company’s business performance and results of operation may differ materially from those expressed in its estimates and forward-looking statements, due to factors that include but are not limited to those mentioned above.  The Company cautions you not to place undue reliance on any estimates or forward-looking statements, which speak only as of the date made.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase.  This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation.  If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer and the Consent Solicitation.  None of Metalsa, the dealer managers and solicitation agents, the information agent and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Tender Offer and Consent Solicitation.

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SOURCE Metalsa, S.A. de C.V.