Becle, S.A.B. de C.V. Announces the Final Results of the Cash Tender Offer and Consent Solicitation of its 3.750% Senior Notes Due 2025 Carried Out by Morgan Stanley & Co. LLC

Published: Oct. 27, 2021 at 9:25 AM CDT

MEXICO CITY, Oct. 27, 2021 /PRNewswire/ -- Becle, S.A.B. de C.V. (the "Issuer") announced today the final results of the previously announced cash tender offer (the "Offer"), carried out by Morgan Stanley & Co. LLC ("Morgan Stanley" or the "Offeror"), for any and all of the Issuer's outstanding 3.750% Senior Notes due 2025 (the "Notes"). The Notes are governed by the indenture dated as of May 13, 2015 (as amended or supplemented, the "Indenture"), among the Issuer, certain subsidiary guarantors party thereto and Citibank, N.A., as trustee (the "Trustee").

The Offer was made upon the terms and subject to the conditions contained in an offer to purchase and consent solicitation statement dated September 27, 2021 (the "Offer to Purchase").

According to information received from D.F. King & Co., Inc., the information agent (the "Information Agent") for the Offer, in addition to the U.S.$346,288,000 aggregate principal amount of Notes tendered prior to the Consent Payment and Withdrawal Deadline and purchased on the Initial Settlement Date, an additional U.S.$351,000 aggregate principal amount (the "Additional Tendered Notes") of the Notes were validly tendered after the Consent Payment and Withdrawal Deadline but at or prior to 11:59 p.m., New York City time, on October 25, 2021 (the "Offer Expiration Time").

Accordingly, subject to the terms and conditions of the Offer as set forth in the Offer to Purchase, Morgan Stanley has accepted for purchase the Additional Tendered Notes validly tendered as of the Offer Expiration Time and expects that payment for all Additional Tendered Notes validly tendered at or prior to the Offer Expiration Time and accepted by Morgan Stanley will be made on October 27, 2021 (the "Final Settlement Date").

Holders who validly tendered Additional Tendered Notes prior to the Offer Expiration Time will receive a consideration of U.S.$1,046.96 per $1,000 principal amount of Notes (equal to the Total Consideration minus the Consent Payment) (such amount referred to as the "Purchase Price"). In addition, Holders of the Additional Tendered Notes accepted for purchase will receive accrued and unpaid interest in respect of such purchased Additional Tendered Notes from, and including, the last interest payment date to, but not including, the Final Settlement Date.

The obligation to pay for the tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase. The condition that the Issuer should have completed its concurrent offering of senior notes, yielding net cash proceeds sufficient to fund the Total Consideration of all Notes validly tendered in the Offer, was satisfied with the closing of the Issuer's offering of 2.500% Senior Notes due 2031 on October 14, 2021.
The Additional Tendered Notes together with the Notes previously purchased by the Offeror pursuant to the Offer to Purchase total an aggregate principal amount of U.S.$346,639,000, or approximately 69.33% of the original outstanding principal amount, of Notes.

Copies of the Offer to Purchase are available to holders of Notes from the Information Agent at +1 (800) 884-5101.

Morgan Stanley, Citigroup Global Markets Inc. ("Citigroup") and Goldman Sachs & Co. LLC ("Goldman Sachs") have been engaged to act as dealer managers in connection with the Offer. Questions regarding the Offer may be directed to Morgan Stanley at +1 (212) 761-1057 (collect) or +1 (800) 624-1808 (U.S. toll free); Citigroup at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (U.S. toll free); or Goldman Sachs at +1 (212) 357-1452 (collect) or +1 (800) 828-3182 (U.S. toll free).

The Issuer is not making the Offer. The Issuer consented to the Offeror making the Offer described in the Offer to Purchase. The Offer was made only by and pursuant to the Offer to Purchase.

It is intended that the Notes purchased by the Offeror pursuant to the Offer at the Final Settlement Date (as defined in the Offer to Purchase) will be exchanged by the Offeror for cash to be paid by the Issuer.

For further information, please contact:

BECLE, S.A.B. DE C.V.
Guillermo Gonzalez Camarena No. 800-4
Alvaro Obregon, Santa Fe, 01210
Mexico City, Mexico
+ 52 55 5258 7000
ir@cuervo.com.mx

Legal Notice

This announcement is not an offer to purchase, a solicitation of an offer to purchase or deliver Consents, a solicitation of Notes or a solicitation to deliver Consents, or an offer or solicitation to sell any securities. The Offer is not being made to, nor will the Offeror accept tenders of Notes from holders in any jurisdiction in which the Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.

This press release contains forward-looking statements, including statements regarding the terms of the Offer. These statements are merely estimates and as such are based exclusively on management's expectations for the Issuer, the business of the Issuer and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and macro-economic factors, among other factors, many of which are outside the Issuer's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each of the Issuer and the Offeror disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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 Offer. 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 Offer. None of the Issuer, Morgan Stanley, the dealer managers, the Tender Agent and Information 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 Offer.

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SOURCE Becle, S.A.B. de C.V.

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