The Central America Bottling Corporation Commences USD and PEN Consent Solicitations

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The Central America Bottling Corporation

Jul 17, 2020, 15:49 ET

ROAD TOWN, British Virgin Islands, July 17, 2020 /PRNewswire/ -- The Central America Bottling Corporation ("CBC" or the "Company") today announced that it has commenced a solicitation of consents (the "USD Consent Solicitation") from the holders of its 5.750% Senior Guaranteed Notes due 2027 (the "Existing USD Notes") to certain Proposed Amendments (as defined below) to the indenture governing the Existing USD Notes (the "USD Indenture"), as further described below.

CBC also announced today that, concurrently with the USD Consent Solicitation, CBC Peruana S.A.C. ("CBC Peruana"), a wholly-owned subsidiary of CBC, is seeking the consent of holders of its 8.000% Senior Guaranteed Notes due 2029 (the "PEN Notes"), pursuant to a separate consent solicitation (the "PEN Consent Solicitation" and, together with the USD Consent Solicitation, the "Consent Solicitations"), to effect substantially similar amendments to the Proposed Amendments to the indenture governing the PEN Notes (the "PEN Indenture").

USD Consent Solicitation

In accordance with the terms and conditions of the USD Consent Solicitation, the Company is seeking consents from holders representing at least a majority (the "USD Requisite Consents") in aggregate principal amount of the Existing USD Notes to, among other things, amend the following provisions of the USD Indenture, as described below and in the Consent Solicitation Statement, dated as of the date hereof (the "USD Statement"):

eliminate the Consolidated Fixed Charge Coverage Ratio from Section 3.07(a)(i) (Limitation on Incurrence of Additional Indebtedness) of the USD Indenture and make corresponding changes throughout the USD Indenture;
modify the Consolidated Total Indebtedness to Consolidated EBITDA Ratio and corresponding Time Periods in Section 3.07(a)(ii) (Limitation on Incurrence of Additional Indebtedness) of the USD Indenture;
increase the percentage of cumulative Consolidated Net Income from 50% to 75% in Section 3.09(a)(III)(i) (Limitation on Restricted Payments) of the USD Indenture, subject to certain Unrestricted Cash and Cash Equivalents requirements;
add a new carve-out to Section 3.09(b) (Limitation on Restricted Payments) of the USD Indenture for the payment of up to U.S.$55 million during 2020 or 2021, subject to certain requirements;
add a new carve-out to Section 3.09(b) (Limitation on Restricted Payments) of the USD Indenture for the payment of up to U.S.$25 million per year from January 1, 2020, subject to no Default or Event of Default; and
make certain other technical amendments as further described in the USD Statement,

(collectively, the "Proposed Amendments").

The USD Consent Solicitation will expire at 5:00 p.m., New York City time, on July 24, 2020, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the "Expiration Time"). The USD Consent Solicitation is subject to certain conditions, including, among others, the receipt of the USD Requisite Consents at or prior to the Expiration Time and the satisfaction or waiver of the other conditions set forth in the USD Statement.

In the event that each of the conditions to the USD Consent Solicitation described in the USD Statement is satisfied or waived, the Company will pay to each holder that validly delivers (and does not validly revoke) a consent in respect of the Proposed Amendments at or prior to the Expiration Time U.S.$10 per U.S.$1,000 principal amount of Existing USD Notes (the "USD Consent Payment").

If the USD Requisite Consents are received at or prior to the Expiration Time, the Company intends to promptly execute a third supplemental indenture to the USD Indenture to effect the Proposed Amendments (such time, the "Effective Time"). The Proposed Amendments will not become operative unless and until all conditions to the USD Consent Solicitation have been satisfied or waived and the USD Consent Payment has been made. Consents may be revoked at any time prior to the earlier to occur of the Effective Time and the Expiration Time, but not thereafter, by following the procedures set forth in the USD Statement.

The USD Consent Payment will be made on the Settlement Date, which is expected to occur as soon as practicable following the Expiration Time. Subject to applicable law, the USD Consent Solicitation may be abandoned or terminated for any reason at any time, including after the Expiration Time and prior to the Proposed Amendments becoming operative, in which case any consents received will be voided and no USD Consent Payment will be paid.

The terms and conditions of the USD Consent Solicitation are set forth in the USD Statement. Copies of the USD Statement may be obtained from D. F. King & Co., Inc., the Information and Tabulation Agent for the USD Consent Solicitation, at (800) 848-3410 (toll free), (212) 269-5550 (collect) or by email at [email protected].

PEN Consent Solicitation

In accordance with Section 6.06 of the PEN Indenture, (i) CBC Peruana has formally requested that Banco de Crédito del Perú S.A., as Peruvian Noteholder Agent (the "Peruvian Noteholder Agent"), convene a virtual meeting of holders of the PEN Notes on July 27, 2020 (the "Meeting") and (ii) the Peruvian Noteholder Agent has provided notice (the "Notice") of such Meeting to the holders of the PEN Notes.

At the Meeting, (i) each registered holder of one or more PEN Notes in the CAVALI Registry as of the relevant record date determined pursuant to Section 6.06(f) of the PEN Indenture or (ii) a person appointed by a power of attorney (each, a "Power of Attorney") as proxy by a registered holder of one or more PEN Notes will be entitled to vote to approve certain amendments to the PEN Indenture, which amendments will be substantially the same as the Proposed Amendments (the "PEN Proposed Amendments"). In accordance with Section 7.02 of the PEN Indenture, approval of the PEN Proposed Amendments requires consent from holders of the PEN Notes representing at least a majority in aggregate principal amount of the then outstanding PEN Notes (the "PEN Requisite Consents").

Holders who validly deliver their consent to the PEN Proposed Amendments, either by proxy or in person at the Meeting, in each case in accordance with the requirements described in the Notice, will be eligible to receive a consent payment equal to 1.00% of the principal amount of PEN Notes for which a valid consent has been delivered (the "PEN Consent Payment"), to be paid in cash. Each holder must specify in its Power of Attorney the bank account of the holder in Peru into which the PEN Consent Payment should be paid. The PEN Consent Payment will be made in U.S. Dollars or Soles as instructed by each holder in its Power of Attorney. In the event that a holder elects to receive the PEN Consent Payment in U.S. Dollars, the Soles amount of the PEN Consent Payment will be converted to U.S. Dollars using the following exchange rate as of July 23, 2020: (a) as set by the Superintendencia de Banca, Seguros y AFP at http://www.sbs.gob.pe/app/stats/tc-cv.asp and (b) confirmed via Bloomberg screen (PEN SBSP Curncy <GO>)).

If the PEN Requisite Consents are received at the Meeting, CBC Peruana intends to promptly execute a first supplemental indenture to the PEN Indenture to effect the PEN Proposed Amendments and to make certain other changes that do not require the consent of holders of the PEN Notes, which will immediately become operative upon execution thereof.

The Company and CBC Peruana have retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as the Solicitation Agents for the Consent Solicitations.

Questions regarding the Consent Solicitations may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), and J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, (866) 846-2874 (toll-free), (212) 834-7279 (collect).

None of the Company, CBC Peruana, the Peruvian Noteholder Agent, the Solicitation Agents or the Information and Tabulation Agent makes any recommendation as to whether holders should deliver their consents pursuant to the Consent Solicitations, and no one has been authorized by any of them to make such recommendation. Holders must make their own decisions as to whether to participate in the Consent Solicitations.

This press release is for informational purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise.

Forward-Looking Statements

This press release contains forward-looking statements, including with respect to the Consent Solicitations. 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 to reflect events or circumstances after the date hereof.

About The Central America Bottling Corporation

The Central America Bottling Corporation produces, distributes and markets beverage products that include brands owned by PepsiCo and Ambev, and its proprietary brands, including its wellness brand Beliv.

Contact: [email protected]

SOURCE The Central America Bottling Corporation