MONTERREY, Mexico, May 17, 2021 /PRNewswire/ — Metalsa, S.A. de C.V. («Metalsa» or the «Company«) announced today the final 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 Tender Offer expired at 11:59 p.m. (New York City time) on May 14, 2021 (such date and time, the «Expiration Time«). The Company has been advised that as of the Expiration Time, U.S.$183,120,000 in aggregate principal amount of the Notes, representing approximately 61.04% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer, for which related consents have been delivered (and not validly revoked) pursuant to the Consent Solicitation. This amount includes U.S.$181,320,000 in aggregate principal amount of the Notes, representing approximately 60.44% of the outstanding Notes, that were validly tendered (and not validly withdrawn) prior to 5:00 p.m. (New York City time) on April 30, 2021 (such date and time, the «Early Tender Payment Deadline«), and which settled on May 4, 2021 (the «Early Settlement Date«).
The Company plans to accept for purchase all Notes validly tendered (and not validly withdrawn) after the Early Tender Payment Deadline and at or prior to the Expiration Time, pursuant to the Offer to Purchase and Consent Solicitation Statement, dated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. As previously announced, 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 received U.S.$1,065.00 for each U.S.$1,000 principal amount of Notes (the «Total Consideration«), which included an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the «Early Tender Payment«), plus 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 Early Settlement Date. In addition, as of the Early Tender Payment Deadline, the Company had obtained sufficient consents to approve the proposed amendments to the Notes and the Indenture. As a result, the Company executed a supplemental indenture to the Indenture dated as of the Early Tender Payment Deadline to (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, which supplemental indenture became operative as of the Early Settlement Date.
Holders who validly tendered (and did not withdraw) their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will receive U.S.$1,035.00 per U.S.$1,000 principal amount of Notes, 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 such Notes accepted for purchase, and additional amounts thereon, from the most recent interest payment date on the Notes to, but not including, May 18, 2021 (the «Final Settlement Date«). Payment for all Notes validly tendered (and not validly withdrawn) after the Early Tender Payment Deadline and at or prior to the Expiration Time will be made on the Final Settlement Date.
All conditions described in the Offer to Purchase for the acceptance for purchase and payment for the Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer were satisfied on or prior to the Expiration Time.
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. acted 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.
To contact Global Bondholder Services Corporation, the information agent and the tender agent for the Tender Offer and the Consent Solicitation, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (866) 470-3700 or email firstname.lastname@example.org. Additional contact information is set forth below.
By Mail, Hand or Overnight Courier:
By Facsimile Transmission:
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.
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.
SOURCE Metalsa, S.A. de C.V.