LIMA, Peru, Aug. 2, 2021 /PRNewswire/ — San Miguel Industrias PET S.A. (“SMI”, the “Company” or “we”) today announced that $204,610,000 aggregate principal amount, or approximately 68.20% (the “Tendered Notes”), of its outstanding 4.500% Senior Guaranteed Notes Due 2022 were validly tendered and not withdrawn by 5:00 p.m., New York City time, on August 2, 2021 (the “Early Tender Date”) in accordance with the Company’s Offer to Purchase and Consent Solicitation Statement dated July 20, 2021 (the “Statement”), pursuant to which the tender offer and consent solicitation are being made.
In addition, the Tendered Notes represent consents sufficient to effect all of the proposed amendments to the indenture governing the Notes as set forth in the Statement. The Proposed Amendments include, among others, eliminating substantially all of the restrictive covenants and certain events of default, as well as reducing the minimum notice period required for optional redemptions of the Notes to three days on the terms and subject to the conditions set forth in the Statement. The Company plans to execute a supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Amendments to the indenture governing the Notes.
The Company has accepted for purchase all Notes validly tendered and not validly withdrawn prior to the Early Tender Date. Holders who validly tendered and did not validly withdrew their Notes prior to the Early Tender Date will receive a Total Consideration of $1,015.5 per $1,000 principal amount of Notes tendered and accepted for purchase by the Company, which includes an early tender consideration of $30 per $1,000 principal amount of Notes, on or about August 4, 2021 (the “Early Settlement Date”). On the Early Settlement Date, the Company will also pay accrued and unpaid interest on the Notes accepted for purchase from the last applicable interest payment date for the Notes up to, but excluding, the Early Settlement Date.
The Company’s obligation to pay for the Tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement. The condition that the Company should have completed its concurrent offering of senior guaranteed notes, yielding net cash proceeds, sufficient to fund the Total Consideration of all Notes (regardless of the actual amount of Notes tendered), was satisfied with the closing of the Company’s and NG PET R&P Latin America S.A.’s offering of 3.500% Senior Guaranteed Notes due 2028 today.
The Offer is scheduled to expire at 11:59 p.m., New York City time, on August 16, 2021, unless extended or earlier terminated by the Company (the “Expiration Time”).
If, following the Expiration Time any Notes remain outstanding, we intend to issue a notice of redemption to redeem such Notes on or about September 18, 2021 (the “Redemption Date”) at the redemption price, expressed as a percentage of principal amount, of 101.125%, plus accrued and unpaid interest thereon to the Redemption Date. However, this press release does not constitute a notice of redemption of the Notes or an obligation to issue a notice of redemption of the Notes.
The Company has retained Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Santander Investment Securities Inc. to serve as the dealer managers and solicitation agents for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, +1 (800) 558-3745 (U.S. toll-free), +1 (212) 723-6106 (collect) and/or to Credit Suisse Securities (USA) LLC at Attn: Liability Management Group, +1 (800) 820-1653 (U.S. toll-free), +1 (212) 538-2147 (collect) and/or to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, +1 (866) 846-2874 (U.S. toll-free), +1 (212) 834¬7279 (collect), and/or to Santander Investment Securities Inc. at Attn: Liability Management Team, +1 (855) 404-3636 (U.S. toll-free), +1 (212) 940-1442 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the tender offer, at +1 (212) 430-3774 (collect) or at +1 (866) 470-4300 (U.S. toll-free).
NONE OF THE COMPANY, THE DEALER MANAGERS AND SOLICITATION AGENTS OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR NOTES OR DELIVER CONSENTS IN CONNECTION WITH THE TENDER OFFER OR THE SOLICITATION, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH RECOMMENDATIONS. HOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER THEIR NOTES AND DELIVER CONSENTS, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The tender offer and consent solicitation are being made solely pursuant to the Statement and the other tender offer documents.
The tender offer and consent solicitation do not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
In any jurisdiction in which the tender offer and consent solicitation are required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the tender offer and consent solicitation will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.
The new notes of the Company and NG PET R&P Latin America S.A. offered and sold pursuant to the concurrent U.S. dollar 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 or to any U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Statement.
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
We are the leaders in rigid plastic packaging solutions in Hispanic America, serving the main multinational consumer packaged goods companies (“CPGs”) in the beverage, food, personal and home care industries with presence in the markets we operate. With a history spanning over 20 years operating in the plastic containers industry in Latin America, through our unique commitment to excellence and customer service vocation, we have built a scalable and diversified platform for packaging solutions in the region.
We provide integral packaging solutions using top-notch technology and the finest resin to create products that satisfy the highest quality standards (compliant with guidelines of the FDA and the global CPGs’ standards). Then we work together with our customers to develop tailor made solutions to better satisfy their needs (such as developing high-performance and specialty products, implement in-house operations and other cost reduction alternatives). As a result, we have become a reliable one-stop-shop capable of providing complete solutions across our markets: Peru, Colombia, Ecuador, Mexico, Central America and the Caribbean (which comprises operations in El Salvador, Guatemala and Panama), South Cone (which comprises operations in Argentina and Chile) and Bolivia. Our packaging solutions include a broad range of polyethylene terephthalate (“PET”) and high-density polyethylene bottles, PET preforms, closures, and thin-wall products (thermoforming and sheet extrusions), we also produce recycled PET resin and flake that we use in our PET preforms and PET thin-wall products, and we sell as a raw material.
SOURCE San Miguel Industrias PET S.A.