Metalsa Announces Cash Tender Offer And Consent Solicitation
MONTERREY, Mexico, April 19, 2021 /PRNewswire/ -- Metalsa, S.A. de C.V. (“Metalsa” or the “Company”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of the outstanding U.S.$300,000,000 aggregate principal amount of its 4.900% Senior Notes due 2023 (the “Notes”).
In conjunction with the Tender Offer, Metalsa is also soliciting consents (the “Consent Solicitation”) from the holders of the Notes for the adoption of proposed amendments (the “Proposed Amendments”), which would, among other things, (i) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the indenture governing the Notes (the “Indenture”), (ii) reduce the minimum required notice period for the redemption of Notes from 30 days to three business days prior to the date fixed for redemption (maintaining the maximum notice period of 60 days) and (iii) amend the covenant in the Indenture with respect to consolidation, merger, sale or conveyance to allow the Company to effect a corporate reorganization, as described in the Offer to Purchase (as defined below).
The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 19, 2021 (as amended or supplemented from time to time, the “Offer to Purchase”).
Holders who tender Notes must also consent to the Proposed Amendments to the Indenture. Holders of Notes may not deliver consents to the Proposed Amendments without validly tendering the Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture (the “Supplemental Indenture”) relating to the Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of Notes of a majority of the aggregate outstanding principal amount of Notes (not including any Notes which are owned by the Company or any of its affiliates).
Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.
4.900% Senior Notes due 2023
59132V AA6 and P6638M AA9/ US59132VAA61 and USP6638MAA91
Per U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn)
Inclusive of Early Tender Payment (as defined below)
The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment, will be 5:00 p.m. (New York City time), on April 30, 2021, unless extended or earlier terminated by the Company (such date and time, as the same may be modified, the “Early Tender Payment Deadline”). The Tender Offer will expire at 11:59 p.m. (New York City time), on May 14, 2021, unless extended or earlier terminated by the Company (such date and time, as the same may be modified, the “Expiration Time”). Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to 5:00 p.m. (New York City time) on April 30, 2021 (the “Withdrawal Deadline”), but not thereafter, unless required by applicable law.
The total consideration payable to holders for each U.S.$1,000 principal amount of Notes validly tendered and purchased pursuant to the Tender Offer will be U.S.$1,065.00 (the “Total Consideration”). The Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the “Early Tender Payment”) payable only to holders who validly tender (and do not withdraw) their Notes at or prior to the Early Tender Payment Deadline. Holders who validly tender (and do not withdraw) their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$1,035.00 per U.S.$1,000 principal amount of Notes (the “Tender Offer Consideration”), which amount will be equal to the Total Consideration less the Early Tender Payment. In addition, the Company will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable settlement date for the Notes accepted for purchase (“Accrued Interest”). Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, and additional amounts thereon, for such accepted Notes will be made on the early settlement date, which is expected to be within two business days after the Early Tender Payment Deadline (the “Early Settlement Date”), or as promptly as practicable thereafter.
The Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt of consents by the Company in respect of at least a majority of the aggregate outstanding principal amount of the Notes, the execution of the Supplemental Indenture and the consummation of an offering by the Company (the “New Notes Offering”) of new senior notes (the “New Notes”) at or prior to the Early Settlement Date on terms satisfactory to the Company. The New Notes Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and therefore will only be offered and sold to “qualified institutional buyers” (QIBs) in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The New Notes Offering is not conditioned on the successful consummation of the Tender Offer.
Tendering holders of Notes who wish to tender their Notes and subscribe for New Notes in the New Notes Offering should quote an allocation identifier code (“Allocation Identifier Code”) through ATOP. An Allocation Identifier Code can be obtained by contacting the dealer managers identified below and is only relevant (but is not required) if a tendering holder wishes to subscribe for New Notes. An Allocation Identifier Code is not required for a holder to tender its Notes and will not be taken into account in the acceptance of Notes in the Tender Offer. The Allocation Identifier Code is only being provided to facilitate identification of tendering holders of Notes that may be interested in subscribing for New Notes and should not be considered consideration or an entitlement of any nature.
The Company intends to use the net proceeds from the New Notes Offering to pay the consideration payable pursuant to the Tender Offer and the Consent Solicitation and the related fees and expenses. To the extent the net proceeds from the New Notes Offering are not sufficient, Metalsa expects to use available cash on hand and/or borrowings under available lines of credit. Following payment for the Notes accepted pursuant to the terms of the Tender Offer, Metalsa may, but is not obligated to, redeem all or a portion of the Notes that remain outstanding in accordance with the terms of the Indenture. Neither the Offer to Purchase nor this press release constitutes a notice of redemption or an obligation to issue a notice of redemption.
In no event will the information contained in the Offer to Purchase or this press release regarding the New Notes Offering constitute an offer to sell or a solicitation of an offer to buy any New Notes.
Subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any tenders of Notes with respect to the Notes.
BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to holders of Notes from Global Bondholder Services Corporation, the information agent and the tender agent for the Tender Offer and the Consent Solicitation. To contact the information agent and tender agent, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (866) 470-3700 or email firstname.lastname@example.org. Additional contact information is set forth below.
By Mail, Hand or Overnight Courier:
By Facsimile Transmission:
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.
The Tender Offer and the Consent Solicitation are 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 Tender Offer and the Consent Solicitation are not being made to, nor will the Company accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.
Metalsa is a sociedad anónima de capital variable (a variable capital corporation) organized under the laws of the United Mexican States involved in the production of structural components for automotive light vehicle and commercial vehicles, with more than 60 years of experience. Currently, Metalsa supplies the global market with manufacturing plants, offices and technology centers worldwide in countries such as Argentina, Brazil, India, Japan, Mexico, Thailand, and the United States. It also offers Just in Time services in sequencing centers located in strategic areas close to its customers. With this international presence, Metalsa can effectively fulfill and carry out locally the global customer strategies. The Company’s main office is located in “Pabellón M” at Benito Juárez Street, Monterrey, Nuevo León, Mexico, 64000. For additional information, visit http://www.metalsa.com/. The information on the Company’s website is not a part of, and is not incorporated by reference into, the Offer to Purchase or this press release.
Important Notice Regarding Forward-Looking Statements
This press release contains statements that constitute estimates and forward-looking statements. These statements appear in a number of places in this press release and include statements regarding the Company’s intent, belief or current expectations, and those of the Company’s officers, with respect to (among other things) the Company’s financial condition.
The Company’s estimates and forward-looking statements are based mainly on current expectations and estimates of future events and trends, which affect, or may affect, the Company’s business and results of operations. Although the Company believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are based on information currently available to the Company.
The words “believe,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “hopes,” and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements refer only to the date when they were made, and neither Metalsa, the dealer managers and solicitation agents, the information agent and tender agent or any affiliate of any of them undertakes any obligation to update or review any estimate or forward-looking statement due to new information, future events or any other factors. Estimates and forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from the expectations described in the forward-looking statements. In light of the risks and uncertainties described above, the events referred to in the estimates and forward-looking statements included in this press release may or may not occur, and the Company’s business performance and results of operation may differ materially from those expressed in its estimates and forward-looking statements, due to factors that include but are not limited to those mentioned above. The Company cautions you not to place undue reliance on any estimates or forward-looking statements, which speak only as of the date made.
This press release 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 Tender Offer and the Consent Solicitation. 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 Tender Offer and the Consent Solicitation. None of Metalsa, the dealer managers and solicitation agents, the information agent 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 Tender Offer and Consent Solicitation.
SOURCE Metalsa, S.A. de C.V.