MEXICO CITY, Sept. 25, 2024 /PRNewswire/ — Grupo Kaltex, S.A. de C.V. (“Kaltex” or the “Company“) introduced as of late the expiration of the early mushy duration, at 5:00 p.m., Unutilized York Town presen, on September 24, 2024 (the “Early Tender Date“), in their up to now introduced trade in to buy for money any and the entire exceptional 14.500% Senior Join Notes due 2025 (CUSIP Nos. 40054F AC1; P4953V CC5 and ISIN Nos. US40054FAC14; USP4953VCC56) (the “Notes“) issued by means of Kaltex (the “Offer“), upon the phrases and matter to the statuses i’m ready forth within the trade in to buy and consent solicitation commentary dated Sep 11, 2024 (the “Statement“). As well as, the Corporate introduced that it has prolonged the closing date for holders that mushy their Notes to obtain the “Total Consideration” of U.S.$875.00, which incorporates an “Early Tender Consideration” of $25.00, in keeping with U.S.$1,000 in keeping with predominant quantity of Notes tendered till 5:00 p.m., Unutilized York Town presen, on October 8, 2024 (such presen, as the similar could also be prolonged or previous terminated, the “Expiration Time“). Phrases old on this announcement and no longer another way outlined have the meanings assigned to them within the Commentary.
At the same time as with the Trade in, the Corporate is soliciting (the “Solicitation“) from the Holders a consent (“Consent“) to positive proposed amendments to the indenture, dated as of December 20, 2022 (as amended and supplemented as of the generation hereof, the “Indenture“), a number of the Corporate, the Observe Guarantors, The Locker of Unutilized York Mellon, as trustee, paying agent, registrar, and switch agent and Banco Monex S.A. Institucion de Banca A couple of, Monex Grupo Financiero, as collateral agent, below which the Notes have been issued, together with freeing the entire collateral securing the Notes, getting rid of considerably the entire restrictive covenants and sure occasions of default and indistinguishable provisions and shortening the minimal realize duration for the non-compulsory redemption of the Notes by means of the Corporate to 3 days, instead than 30 days (the “Proposed Amendments“). The Proposed Amendments, in the event that they transform operative, could have hostile repercussions for Holders that don’t mushy their Notes within the Trade in. The Trade in and the Solicitation are matter to the pleasure of positive statuses, together with, with out limitation, the Financing Status (as outlined within the Commentary), and the alternative statuses i’m ready forth within the Commentary.
On Sep 11, 2024, the Corporate commenced the Trade in and Solicitation. In keeping with knowledge won from D.F. King & Co., Inc., the tips and mushy agent (the “Information Agent“) for the Trade in and Solicitation, as of the Early Affectionate Era, the Corporate had won legitimate tenders of Notes and corresponding Has the same opinion in an quantity in huge of the 75% in combination predominant quantity of the exceptional Notes required for the implementation of the Proposed Amendments (the “Requisite Consents“) pursuant to the phrases of the Trade in and Solicitation.
Accordingly, matter to the phrases and statuses i’m ready forth within the Commentary, the Corporate has permitted for acquire the Notes tendered as of the Early Affectionate Era and expects that cost for all Notes validly tendered (and no longer validly withdrawn) at or previous to the Early Affectionate Era and permitted by means of the Corporate can be made on or about October 11, 2024.
The Corporate hereby additionally broadcasts that the cost of the General Attention can be made to be had to these holders who validly mushy their Notes, and whose tendered Notes are permitted for acquire, at or previous to the Expiration Age. As well as, pursuant to the phrases of the Commentary, the Corporate intends to promptly input right into a supplemental indenture with the guarantors and the Trustee that may amend and complement the Indenture and provides impact to the Proposed Amendments; then again, the Proposed Amendments is not going to transform operative except and till the statuses described within the Commentary for the operation of the Proposed Amendments were happy.
Apart from as described above, the phrases of the Trade in and Solicitation stay unchanged, together with, with out limitation, the Early Affectionate Era, the Withdrawal Era and the Expiration Age, each and every as outlined within the Commentary. Holders who’ve up to now validly tendered (and no longer withdrawn) their Notes is not going to want to re-tender their Notes to be eligible to obtain the General Attention. As well as, Holders will obtain accumulated and unpaid hobby, if any, on such Notes from the extreme hobby cost generation with appreciate to these Notes to, however no longer together with, the acceptable agreement generation, and any backup quantities as i’m ready forth within the Commentary.
In line with the phrases of the Trade in, the Withdrawal Era expired at 5:00 p.m., Unutilized York Town presen, on September 24, 2024. In consequence, except for as could also be required by means of acceptable legislation, Notes tendered within the Trade in and that can be tendered on or previous to the Expiration Age can’t be withdrawn. The Expiration Age of the Trade in left-overs 5:00 p.m. Unutilized York Town presen, on October 8, 2024, except prolonged or previous terminated by means of the Corporate in its sole discretion, matter to acceptable legislation. Refuse tenders can be legitimate if submitted next the Expiration Age.
The Corporate intends to buy any difference Notes which have been validly tendered next the Early Affectionate Era and permitted for acquire within the Trade in promptly following the Expiration Age, matter to all statuses to the Trade in having been both happy or waived by means of the Corporate. The overall agreement generation is anticipated to be on or about October 11, 2024.
However any alternative provision of the Trade in or the Solicitation i’m ready forth within the Commentary, the Corporate’s legal responsibility to simply accept for acquire, and to buy, Notes validly tendered pursuant to the Trade in is conditioned upon the pleasure or waiver of: (i) the Financing Status (as outlined within the Commentary); (ii) receiving the Needful Has the same opinion for the purpose of the Proposed Amendments; and (iii) the alternative statuses described within the Commentary). See “Conditions to the Offer and the Solicitation” within the Commentary.
The Trade in or Solicitation could also be amended, prolonged or terminated, and any status with appreciate thereto could also be waived by means of the Corporate, one at a time.
D.F. King & Co., Inc is performing as the tips and mushy agent (the “Information and Tender Agent“) for the Trade in. Copies of the Commentary are to be had to holders of Notes from the Affectionate Agent and Knowledge Agent at +1 (212) 269-5550 and +1 (800) 487-4870 and at [email protected].
BCP Securities, Inc., is performing as broker supervisor and solicitation agent for the Trade in and Consent Solicitation. Questions in regards to the Trade in could also be directed to BCP Securities, Inc., at +1-203-629-2186 [email protected].
Disclaimer
This press shed should be learn along with the Commentary. This press shed and the Commentary include impressive knowledge which should be learn in moderation earlier than any determination is made with appreciate to the Trade in and the Consent Solicitation. If any holder of Notes is in any confusion as to the motion it must remove, it is suggested to hunt its personal criminal, tax, accounting and monetary recommendation, together with as to any tax repercussions, instantly from its stockbroker, storage supervisor, lawyer, accountant or alternative separate monetary or criminal aider. Any person or corporate whose Notes are hung on its behalf by means of a dealer, broker, storage, custodian, accept as true with corporate or alternative nominee or middleman should touch such entity if it needs to take part within the Trade in and the Consent Solicitation. Not one of the Corporate, the broker supervisor, the tips and mushy agent, the trustee, the registrar, the paying agent and anyone who controls, or is a director, officer, worker or agent of such individuals, or any associate of such individuals, makes any advice as as to if holders of Notes must take part within the Trade in and the Consent Solicitation.
Neither the Commentary nor any indistinguishable paperwork were filed with the U.S. Securities and Trade Fee, nor have this sort of paperwork been filed with or reviewed by means of any federal or condition securities fee or regulatory authority of any nation. Refuse authority has handed upon the accuracy or adequacy of the Commentary or any indistinguishable paperwork, and it’s illegal and could also be against the law to put together any illustration on the contrary.
As well as, neither the Commentary nor any indistinguishable paperwork were filed with or been reviewed or licensed by means of the Mexican Nationwide Banking and Securities Fee (Comisión Nacional Bancaria y de Valores, the “CNBV”). The Corporate has no longer filed with the CNBV a request for authorization of the Trade in and the Consent Solicitation. The Trade in and the Consent Solicitation does no longer represent a population providing in Mexico and it will not be publicly dispensed in Mexico. The Trade in and the Consent Solicitation would possibly handiest be made to be had in Mexico to buyers that qualify as institutional or authorized buyers (inversionistas institucionales or inversionistas calificados), only pursuant to the personal providing exemption i’m ready forth in article 8 of the Mexican Securities Marketplace Regulation (Ley del Mercado de Valores) and rules thereunder. Neither the Commentary nor any indistinguishable paperwork could also be publicly marketed, advertised, dispensed in Mexico. Moreover, the CNBV has no longer showed the accuracy or aspiring the adequacy of this Trade in.
The Trade in and the Consent Solicitation is being made exclusively at the phrases and statuses i’m ready forth within the Commentary. Not at all shall this press shed represent an trade in to shop for or the solicitation of an trade in to promote the Notes or any alternative securities of the Corporate or any of its subsidiaries. The Trade in and the Consent Solicitation isn’t being made to, nor will the Corporate settle for tenders of Notes from, holders in any jurisdiction wherein the Trade in and the Consent Solicitation or the acceptance thereof would no longer be in compliance with the securities or blue sky regulations of such jurisdiction.
Ahead-Taking a look Statements
Statements on this press shed could also be “forward-looking statements,” which might be matter to dangers and uncertainties. Alternative than statements of historic reality, knowledge referring to actions, occasions and tendencies that we predict or look forward to will or would possibly happen going forward are forward-looking statements in line with control’s estimates, guesses and projections. Many forward-looking statements could also be known by means of the importance of phrases similar to “expect,” “anticipate,” “intend,” “plan,” “believe, “estimate” and homogeneous expressions. Ahead-looking statements contained on this press shed are predictions handiest and unedited effects may fluctuate materially from control’s expectancies because of quite a few elements. The forward-looking statements that we put together on this press shed are in line with control’s wave perspectives and guesses referring to date occasions and talk handiest as in their dates and are matter to dangers similar to described within the Commentary. We think refuse legal responsibility to replace tendencies of those chance elements or to announce publicly any revisions to any of the forward-looking statements that we put together, or to put together corrections to replicate date occasions or tendencies, except for as required by means of the U.S. federal securities regulations.
SOURCE Grupo Kaltex, S.A. de C.V.
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