Grupo IDESA, S.A. de C.V. Announces Extension of Early Tender Date and Expiration Date and Supplement to Offering Memorandum

MEXICO CITY, May 11, 2020 /PRNewswire/ -- Grupo IDESA, S.A. de C.V. (the "Company") announced today that it has extended the date by which early tenders must be received (the "Early Tender Date") for its exchange offer and consent solicitation (the "Offer and Solicitation") from 5:00 p.m. New York City time on May 8, 2020 to 5:00 p.m. New York City time on May 15, 2020 and it has extended the expiration date (the "Expiration Date") from 5:00 p.m. New York City time on May 8, 2020 to 5:00 pm New York City time on May 15, 2020.   All Existing Unsecured Notes tendered prior to the Expiration Date will receive the Total Exchange Consideration of US$1,010 principal amount of New Secured Notes for each US$1,000 principal amount of Existing Unsecured Notes tendered.

The Company also announced that it has issued a fifth supplement (the "Fifth Supplement") to amend the Offering Memorandum dated March 23, 2020, and supplemented from time to time (as supplemented, the "Offering Memorandum") to reflect the extension of the Early Tender Date and the Expiration Date, add additional covenants limiting the Company's ability to modify or sell certain shareholders loans to the Braskem Idesa joint venture (the "Shareholder Loans"), add a mandatory cash sweep of certain repayments under the Shareholder Loans and add a new first priority lien on the Company's right to collect payment from Available Funds in respect of the Shareholder Loans and provide supplemental information regarding the Amended Term Loan Facility to describe new terms regarding the Shareholder Loans.

Based on information provided by the Exchange and Information Agent, as of 5:00 p.m. New York City time on May 8, 2020, approximately US$193,491,000 of the Existing Unsecured Notes (or approximately 64.50% of the outstanding principal amount thereof) had been validly tendered in the Offer and Solicitation.

Eligible Holders (as defined below) of the Company's 7.875% Senior Notes due 2020 (the "Existing Unsecured Notes") should contact Global Bondholder Services Corporation, the Exchange and Information Agent, or click on the link below to obtain a copy of the Fifth Supplement to the Offering Memorandum.

Eligible Holders that wish to access the Fifth Supplement and obtain additional information with respect to the Offer and Solicitation, please visit:
https://gbsc-usa.com/eligibility/grupoidesa

For more information regarding the Shareholder Loans please visit:
https://inversionistas.idesa.com.mx/storage/IDESA%20-%20Amended%20Term%20Loan%20Facility%20(v3%2010-05-2020).pdf

The New Secured Notes have not been, and will not be, registered under the Securities Act or any state securities laws. Therefore, unless so registered, the New Secured Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  

The Company intends to apply to list the New Secured Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.

The Offer and Solicitation are only made, and copies of the offering documents will only be made available, to a holder of the Existing Unsecured Notes who has certified its status as (1) both a "Qualified Purchaser" for purposes of Section 3(c)(7) under the Investment Company Act of 1940 and a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (2) a person who is not a "U.S. person" as defined in Rule 902(k) under the Securities Act who is not a "Disqualified Non-U.S. Holder" (each, an "Eligible Holder"). 

The Offer and Solicitation are subject to certain conditions, including the requirement that the Company receive valid tenders of at least 95% of the aggregate outstanding principal amount of Existing Unsecured Notes.

The Offer and Solicitation will expire at 5:00 p.m., New York City time, on May 15, 2020, unless extended by the Company in its sole discretion.  Existing Unsecured Notes tendered and consents delivered in the Offer and Solicitation will be irrevocable, except to the extent of any withdrawal rights required by applicable law.

THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY.  THE OFFER AND SOLICITATION ARE BEING MADE SOLELY BY THE OFFERING MEMORANDUM THAT MAY BE OBTAINED FROM THE EXCHANGE AND INFORMATION AGENT AND ONLY TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW.  ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.  

The New Secured Notes and Guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act").  The Offer and Solicitation are made, and the Total Exchange Consideration or the Base Exchange Consideration, as the case may be, are being offered in the United States only to U.S. Persons that are qualified purchasers ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") who are also qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("Qualified Institutional Buyers") and to non U.S. Persons as defined in Rule 902(K) under the Securities Act that are not a "Disqualified Non-U.S. Holder."  The New Secured Notes are also being offered outside the United States in compliance with Regulation S under the Securities Act ("Regulation S").  The Company, as issuer, has not been registered as an investment company under the 1940 Act.

Exchange and Information Agent

Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, NY 10006
212-430-3774 (Banks and Brokers)
866-470-3700 (toll free)
[email protected] 
Attn: Corporate Actions

Rothschild & Co México, S.A. de C.V.

Daniel Nicolaievsky
Managing Director and Co-Head
Phone: +52 (55) 5327 1450
[email protected]

Victor Leclercq
Managing Director and Co-Head
Phone: +52 (55) 5327 1450
[email protected] 

SOURCE Grupo IDESA, S.A. de C.V.

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