ORBIA ADVANCE CORPORATION, S.A.B. DE C.V. ANNOUNCES COMMENCEMENT OF A CASH TENDER OFFER FOR ANY AND ALL OF THE OUTSTANDING U.S.$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.000% SENIOR NOTES DUE 20...
MEXICO CITY, May 21, 2025 /PRNewswire/ -- Orbia Advance Corporation, S.A.B. de C.V., a sociedad anónimabursátil de capital variable, organized under the laws of the United Mexican States ("Orbia") announced today an offer to purchase for cash any and all of the outstanding 4.000% Senior Notes due 2027 issued by Orbia (the "Notes") (the "Tender Offer"), upon the terms and subject to the conditions set forth in the offer to purchase dated May 21, 2025 (the "Offer to Purchase") and in the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"), for a purchase price equal to the consideration set forth in the table below (the "Consideration"). The Notes are fully, unconditionally and irrevocably guaranteed by the Guarantors (as defined in the Offer to Purchase).
The Tender Offer may be amended, extended, terminated or withdrawn at any time prior to the Expiration Time (as defined below) and for any reason, including if any of the conditions of the Tender Offer is not satisfied or waived by the Expiration Time, subject to compliance with applicable law. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
The tables below summarize certain payment terms for the Notes:
Notes | CUSIP and ISIN | Principal Amount | Consideration per U.S.$l,000 |
4.000% Senior Notes due 2027 | CUSIP: 59284BAF5/P57908AG3 ISIN: US59284BAF58/US59284BAG32 | U.S.$500,000,000 | U.S.$1,000 |
* | The Consideration for the Notes will be paid together with Accrued Interest from the last interest payment date for the Notes up to, but not including, the Settlement Date (as defined below). | |||||||
The Tender Offer will expire at 5:00 p.m., New York City time, on May 28, 2025, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the "Expiration Time").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 or deliver a properly completed and duly executed Notice of Guaranteed Delivery pursuant to the Tender Offer, at or prior to the Expiration Time to be eligible to receive the Consideration stated in the table above. Additionally, subject to the exceptions in the terms of the Notes, Orbia will pay additional amounts such that the Consideration 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.
Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on May 28, 2025 (such date and time, as it may be extended with respect to the Tender Offer, the "Withdrawal Deadline").
A valid tender of Notes in the Offer to Purchase means that (i) such Notes have either been validly tendered at or prior to the Expiration Time, and such tender or delivery has not been validly withdrawn at or prior the Withdrawal Deadline, or (ii) a Notice of Guaranteed Delivery in respect of such Notes has been validly delivered at or prior to the Expiration Time and such Notes have been tendered at or prior to 5:00 p.m., New York City time, on May 30, 2025, the second business day after the Expiration Time (the "Guaranteed Delivery Date"). There are no letters of transmittal in connection with the Tender Offer.
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 date referred to as the Settlement Date. The Settlement Date will be promptly following the Expiration Time. It is anticipated that the Settlement Date will be on or around June 2, 2025, the third business day after the Expiration Time and the first business day after the Guaranteed Delivery Date.
Orbia's obligation to purchase Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase under "Conditions of the Tender Offer."
Neither the Offer to Purchase 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 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 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 Floor
New York, New York 10005
Banks and Brokers call: +1 (212) 269-5550 (collect)
All others call toll-free: +1 (888) 628-9011
E-mail: orbia@dfking.com
Copies of each of the Offer Documents are available at the following web address: www.dfking.com/orbia
Any questions regarding the terms of the Tender Offer may be directed to the Dealer Manager and requests for additional copies of the Offer to Purchase 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.
The Dealer Manager for the Tender Offer is:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States
Attention: Latin America Debt Capital Markets
Collect: +1 (212) 834-7279
Toll-Free: +1 (866) 846-2874
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 is made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of Orbia, the Guarantors, the Dealer Manager or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.
Orbia Advance Corporation, S.A.B. de C.V.
Paseo de la Reforma 483, Piso 47, Colonia Cuauhtémoc, 06500
Ciudad de México, México
Tel: +52 55 5366 4000
E-mail: diego.echave@orbia.com
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