Grupo Kaltex, S.A. de C.V. Announces the Closing of its Exchange Offer for up to US$118 million aggregate principal amount of its outstanding 8.875% Senior Notes due 2022 for (i) up to US$118 million aggregate principal amount of 14.500% Senior Notes due 2025, and (ii) the Accrued Interest Payment and the Exchange Premium

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Dec 20, 2022, 14:57 ET

MEXICO CITY, Dec. 20, 2022 /PRNewswire/ -- Grupo Kaltex, S.A. de C.V. ("Kaltex", the "Company" or "we") today announces that it has closed its previously announced exchange offer (the "Exchange Offer") in accordance with the Company's Exchange Offer Memorandum dated November 14, 2022 (the "Exchange Offer Memorandum"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Exchange Offer Memorandum.

All the conditions to the consummation of the Exchange Offer have been satisfied or waived. Pursuant to the terms of the Exchange Offer, as the Exchange Offer Cap was exceeded, the Company has, on the date hereof (the "Settlement Date"), accepted for exchange validly tendered 8.875% Senior Notes due 2022 (the "Existing Notes") on a prorated basis, subject to the provisions of the Exchange Offer relating to proration, rounding and minimum denominations.

For each US$1,000 in principal amount of Existing Notes exchanged, the Company has (i) issued and delivered to the Holders of such Existing Notes US$1,000 in principal amount of newly issued 14.500% Senior Notes due 2025 guaranteed by certain of our subsidiaries (the "New Notes"), (ii) made a cash payment in U.S. Dollars to the Holders of the such Existing Notes equal to the amount of interest accrued on the Existing Notes at the interest rate of 8.875% from, and including, October 11, 2022 to, but excluding, the Settlement Date (the "Accrued Interest Payment") (which was calculated in the same manner as the accrued interest payable on the Existing Notes pursuant to the Existing Notes Indenture), and (iii) made a cash payment to the Holders of such Existing Notes in an amount equal to US$15.00 (the "Exchange Premium"). The aggregate principal amount of the New Notes issued and outstanding on Settlement Date is US$117,867,000.00.

All Existing Notes that were not exchanged for New Notes pursuant to the Exchange Offer (and immediately cancelled by the Company) have been redeemed in full (including accrued and unpaid interest on such Existing Notes from, and including, October 11, 2022 to, but excluding, the Settlement Date) by the Company on the Settlement Date and all other obligations under the Existing Notes Indenture have been discharged. Therefore, the full outstanding aggregate principal amount of the Existing Notes has been either exchanged for New Notes or redeemed for cash.

The New Notes offered and sold pursuant to the Exchange Offer Memorandum have not been and will not be registered under the Securities Act, or any state securities laws. The New Notes were offered for exchange and sold only (1) in the United States, to holders of Existing Notes who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Existing Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are not acquiring New Notes for the account or benefit of a U.S. person and who are "non-U.S. qualified offerees" (as defined under "Transfer Restrictions of New Notes" in the Exchange Offer Memorandum), in offshore transactions in compliance with Regulation S under the Securities Act.

THE NEW NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY MAINTAINED BY THE COMISIÓN NACIONAL BANCARIA Y DE VALORES (NATIONAL BANKING AND SECURITIES COMMISSION OF MEXICO, OR THE "CNBV") AND THEREFORE THE NEW NOTES MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO ABSENT AN AVAILABLE EXEMPTION UNDER THE LEY DEL MERCADO DE VALORES (MEXICAN SECURITIES MARKET LAW). THE EXCHANGE OFFER WAS NOT MADE IN MEXICO. AS REQUIRED UNDER THE LEY DEL MERCADO DE VALORES (MEXICAN SECURITIES MARKET LAW), KALTEX WILL GIVE NOTICE TO THE CNBV OF THE EXCHANGE OFFER FOR INFORMATIONAL PURPOSES ONLY. THE DELIVERY TO, AND RECEIPT BY, THE CNBV OF SUCH NOTICE DOES NOT CERTIFY THE INVESTMENT QUALITY OF THE NEW NOTES OR OUR SOLVENCY. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT AND THE EXCHANGE OFFER MEMORANDUM IS OUR SOLE RESPONSIBILITY. THIS ANNOUNCEMENT AND THE EXCHANGE OFFER MEMORANDUM HAVE NOT BEEN FILED WITH THE CNBV, AND THE CNBV HAS NOT REVIEWED OR AUTHORIZED THE CONTENT OF THIS ANNOUNCEMENT OR THE EXCHANGE OFFER MEMORANDUM.

Forward-Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. Kaltex undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

About Kaltex

We believe we are one of the largest textile companies in Mexico and in the Americas, measured by volume. We also estimate that we are among the largest textile companies in the world measured by volume. To our knowledge, we are one of the few vertically integrated textile companies in the Americas and in the world. We are engaged in the design, manufacturing and commercialization of yarn, fabric, apparel and home products. We believe we are currently one of the top producers of denim in the world and one of the top purchasers of cotton in the Americas.

Our business commenced operations in 1925 by six brothers of the Kalach family, who began selling and buying textile products in Mexico. After more than 97 years, the Company continues to be controlled and operated by members of the Kalach family.

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