ORBIA ADVANCE CORPORATION, S.A.B. DE C.V. ANNOUNCES EARLY TENDER RESULTS OF ITS CASH TENDER OFFER FOR ANY AND ALL OF THE OUTSTANDING U.S.$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 1.875% SENIOR NOTES DUE 2026 (CUSIP NOS. 68560EAA6/P7S81YAB1)
PR Newswire
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MEXICO CITY, May 8, 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 the early tender results in connection with its previously announced tender offer to purchase for cash any and all of the outstanding 1.875% Senior Notes due 2026 issued by Orbia (the "Notes") (the "Tender Offer"), as set forth in Orbia's Offer to Purchase dated April 25, 2025 (as amended by the press release dated April 29, 2025, the "Offer to Purchase"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
The early tender date for the Notes was 5:00 p.m., New York City time, May 8, 2025 (the "Early Tender Date"). Orbia has been advised by D.F. King & Co., Inc., the tender and information agent for the Tender Offer (the "Tender and Information Agent"), that, as of the Early Tender Date, US$538,382,000 in aggregate principal amount of Notes, or approximately 89.73% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. The Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered their Notes at or prior to the Early Tender Date, in the manner described in the Offer to Purchase (as defined below) will be eligible to receive the Total Consideration, which includes the Early Tender Payment, plus any accrued interest, on the Early Settlement Date, which is expected to be May 13, 2025, or as promptly as practicable thereafter.
The following table sets forth certain information relating to the Tender Offer:
Notes
CUSIP and ISIN Number(s)
Principal Amount Outstanding
Tender Offer Consideration (1)(2)
Early Tender Payment (1)(2)
Total Consideration (1)
1.875% Senior Notes due 2026
CUSIP: 68560EAA6/P7S81YAB1
ISIN: US68560EAA64/USP7S81YAB11
U.S.$600,000,000
U.S.$970
U.S.$30
U.S.$1,000
________________
(1)
The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, excluding Accrued Interest, which will be paid in addition to the Tender Offer Consideration and, if applicable, the Early Tender Payment.
(2)
Included in the Total Consideration.
The Tender Offer will expire at 5:00 p.m., New York City time, on May 23, 2025, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the "Expiration Time"). If Holders of Notes validly tender Notes after the Early Tender Date but prior to or at the Expiration Time, such Holders will only be eligible to receive the Tender Offer Consideration plus Accrued Interest. Additionally, subject to the exceptions in the terms of the Notes, Orbia will pay additional amounts such that the applicable Purchase Price 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.
Payment for the Notes that are validly tendered and not validly withdrawn after the Early Tender Date and prior to or at the Expiration Time and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." The Final Settlement Date will be promptly following the Expiration Time. It is anticipated that the Final Settlement Date will be on or around May 28, 2025, the second business day after the Expiration Time.
Orbia reserves the right, in Orbia's sole discretion, to amend or terminate the Tender Offer at any time, subject to compliance with applicable law.
Orbia's obligation to purchase Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, including, without limitation, the Financing Condition, 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.
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
Any questions regarding the terms of the Tender Offer may be directed to the Dealer Managers 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 Managers for the Tender Offer are:
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
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
Collect: +1 212 205 7741
Toll-Free: +1 866 271 7403
Attn: Liability Management Group
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
United States of America
Attn: Global Debt Advisory Group
Toll-Free: +1 800-624-1808
Collect: +1 212-761-1057
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 Managers 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
