CIBANCO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, SOLELY IN ITS CAPACITY AS TRUSTEE OF TRUST CIB/3332, ALSO KNOWN AS FIBRA SOMA, ANNOUNCES A CASH TENDER OFFER FOR ITS 4.375% SENIOR NOTES DUE 2031

MEXICO CITY, Nov. 15, 2022 /PRNewswire/ -- CIBanco, S.A., Institución de Banca Múltiple, solely in its capacity as trustee of trust CIB/3332, also known as Fibra SOMA (the "Company" or "we" or "us") announced today that it commenced a tender offer to purchase for cash an aggregate principal amount of the 4.375% Senior Notes due 2031 (CUSIP Nos. 171653AA6/ P26064AA6; ISIN Nos. US171653AA64/ USP26064AA66) (the "Notes") issued by the Company (the "Offer") for an aggregate purchase price, excluding accrued and unpaid interest, if any, of up to U.S.$150 million (the "Tender Cap"), upon the terms and subject to the conditions set forth in the offer to purchase dated November 15, 2022 (the "Offer to Purchase"). We refer to the aggregate amount that Holders are entitled to receive for Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Offer, excluding Accrued Interest (as defined below), as the "Aggregate Purchase Price."

Consideration

Holders who validly tender their Notes on or prior to 5:00 p.m. (New York City time) on November 29, 2022 (the "Early Tender Date") and do not validly withdraw their Notes on or prior to 5:00 p.m. (New York City time) on November 29, 2022 (the "Withdrawal Date") will be eligible to receive the "Total Consideration" of U.S.$710.00 per U.S.$1,000 per principal amount of Notes tendered. The Total Consideration includes an "Early Tender Premium" of U.S.$50.00 per U.S.$1,000 principal amount of Notes. Holders who validly tender their Notes after the Early Tender Date but on or prior to 11:59 p.m. (New York City time) on December 13, 2022 (the "Expiration Date") will be eligible to receive the "Tender Consideration" of U.S.$660.00 per U.S.$1,000 per principal amount of Notes tendered, which is equal to the Total Consideration less the Early Tender Premium.

Holders whose Notes are accepted for purchase pursuant to the Offer will also be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but excluding, the applicable Settlement Date (as defined below), together with additional amounts thereon, if any.

The following table sets forth certain information relating to the Offer.

Conditions

The Offer is not conditioned on any minimum amount of Notes being tendered or the consummation of any other offer. However, consummation of the Offer is conditioned upon satisfaction of certain conditions set forth in the Offer to Purchase, including, without limitation, that the New Debt Transaction (as defined in the Offer to Purchase) has been successfully consummated, and that the credit agreement among us and the lenders party thereto in the New Debt Transaction shall be in effect (the "New Debt Condition"). We reserve the right to terminate or extend the Offer if any condition of the Offer is not satisfied (or we determine in our sole discretion that it is not reasonably likely that any such condition will be satisfied) or waived by us, including without limitation the New Debt Condition, and otherwise to amend the Offer in any respect. If we amend a condition to the Offer, we will give the appropriate holders such notice of the amendment and make a public announcement thereof as may be required by applicable law.

Settlement

Following the Early Tender Date and prior to the Expiration Date, we may, but are not required to, accept the Notes validly tendered at or prior to the Early Tender Date (the "Early Settlement Right"), provided that all conditions set forth in the Offer to Purchase, including without limitation the New Debt Condition, have been satisfied or waived by us (the date of such acceptance, the "Early Acceptance Date"). Notes accepted on an Early Acceptance Date will be settled promptly thereafter (the "Early Settlement Date"). The "Final Settlement Date" is the date that we settle all Notes not previously settled on the Early Settlement Date, if any, and we expect such date to be promptly following the Expiration Date (any references to "Settlement Date," refer to each of the Early Settlement Date and the Final Settlement Date as context may require).

Subject to applicable law, the Offer may be amended, extended or terminated in our sole discretion. If we determine, in our sole discretion, to extend the Offer beyond the Expiration Date, there will be a new Settlement Date with respect to Notes validly tendered on or prior to the Expiration Date. During any extension of the Offer, all Notes previously tendered and not accepted for purchase pursuant to such Offer will remain subject to such Offer and may, subject to the terms and conditions of such Offer, be accepted for purchase by us. No extension of either the Early Tender Date or the Expiration Date will require the extension of withdrawal rights, unless required by applicable law. We expressly reserve our right, but we are not required, to increase the Tender Cap in our sole discretion, without extending the Withdrawal Date, the Early Tender Date, the Expiration Date or any Settlement Date or otherwise reinstating withdrawal rights, except as may be required by applicable law.

Acceptance and Proration

We are offering to purchase for cash an aggregate principal amount of its outstanding Notes up to an Aggregate Purchase Price not to exceed the Tender Cap, upon the terms and subject to the conditions set forth in, and for the consideration described in the Offer to Purchase.

If the purchase of all Notes validly tendered on or prior to the Early Tender Date would cause us to purchase an aggregate principal amount of Notes for an Aggregate Purchase Price that would exceed the Tender Cap, then the Offer will be oversubscribed at the Early Tender Date.  Accordingly, we will not accept for purchase any Notes after the Early Tender Date and we will (assuming satisfaction or, where applicable, the waiver of the conditions set forth in the Offer to Purchase, including the New Debt Condition) accept for purchase on the Early Acceptance Date (or the Expiration Date, if the Early Settlement Right is not exercised), the Notes tendered on or prior to the Early Tender Date on a prorated basis such that we purchase Notes for an Aggregate Purchase Price that would not exceed the Tender Cap in the Offer.

If the purchase of all Notes validly tendered in the Offer after the Early Tender Date and on or prior to the Expiration Date would cause us to purchase an aggregate principal amount of Notes for an Aggregate Purchase Price that would exceed the Tender Cap, then we will (assuming satisfaction or, where applicable, the waiver of the conditions set forth in the Offer to Purchase) accept for purchase such tendered Notes on a prorated basis such that we purchase Notes for an Aggregate Purchase Price that would not exceed the Tender Cap in the Offer.

In the event of any such proration, we will only accept tenders of Notes subject to proration to the extent such proration will not result in (i) us accepting Notes from any Holder in an aggregate principal amount of less than US$200,000 or (ii) the aggregate principal amount of Notes not purchased nor held by any holder equaling less than US$200,000. In the event proration is required with respect to the Notes, we will round downward, if necessary, to ensure all purchases of Notes will be in a principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof (the "Authorized Denomination"). Depending on the amount tendered and the proration factor applied, if the principal amount of Notes that otherwise would be returned to a Holder as a result of proration would result in less than the minimum Authorized Denomination mentioned above being returned to such Holder, we will, in our sole discretion, either accept or reject all of such Holder's validly tendered Notes.

All Notes not accepted as a result of proration will be rejected from the Offer and promptly returned to the tendering Holder.

The Dealer Managers

BBVA Securities Inc. and Scotia Capital (USA) Inc. are acting as joint dealer managers for the Offer and can be contacted with questions regarding the Offer at the following:
BBVA Securities Inc.: +1 (800) 422-8692 (toll-free), +1 (212) 728-2303 (collect) or [email protected] (email).
Scotia Capital (USA) Inc.: +1 (800) 372-3930 (toll-free), + 1(212) 225-5501 (collect) or [email protected] (email).

The Information and Tender Agent

Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Offer, by calling +1 (212) 269-5550 (for banks and brokers only) or +1 (888) 564-8149 (toll-free) (for all others) or via email at [email protected].

Disclaimer

This press release is for informational purposes only and must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Company, the dealer managers, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of Notes to tender.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents 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.

In addition, neither the Offer to Purchase nor any related documents have been filed with or been reviewed or authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the "CNBV"). The Company has not filed with the CNBV a request for authorization of the Offer. The Offer does not constitute a public offering in Mexico and neither the Offer to Purchase nor any other offering materials may be publicly advertised, marketed or distributed in Mexico. The Offer may only be made available in Mexico to investors that qualify as institutional or qualified investors (inversionistas institucionales or inversionistas calificados), solely pursuant to the private offering exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. The information contained herein, in the Offer to Purchase, and in any related documents is solely our responsibility. Furthermore, the CNBV has not confirmed the accuracy or determined the adequacy of this Offer.  If we were to provide any notice to the CNBV in connection with the Offer, such notice would be for informational purposes only and such notice would not constitute or imply a certification as to the investment quality of the Notes, our solvency, liquidity or credit quality or the accuracy or completeness of the information set forth herein, in the Offer to Purchase, and in any related documents.

The Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About Us

We are a fully-integrated, self-managed and self-administered Mexican real estate investment trust (FIBRA) that owns an iconic, high quality and geographically diversified portfolio of retail, office and mixed-use (office and retail space) properties located in key cities of Mexico. Our properties consist of premiere real estate developments, strategically located in markets we believe have strong underlying fundamentals throughout Mexico in terms of population and GDP. Our projects are carefully conceived to combine unique design and heritage while addressing the challenges and needs of a dynamic modern environment.

Forward-Looking Statements

Statements in this press release may be "forward-looking statements," which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management's estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as "expect," "anticipate," "intend," "plan," "believe, "estimate" and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management's expectations due to a variety of factors. The forward-looking statements that we make in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates and are subject to risks such as described in the Offer to Purchase. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

SOURCE CIBanco, S.A., Institución de Banca Múltiple