The Central America Bottling Corporation Announces Early Results of Cash Tender Offer and Consent Solicitation for 5.750% Senior Guaranteed Notes due 2027

Published: Jan. 20, 2022 at 9:10 AM EST

BRITISH VIRGIN ISLANDS, Jan. 20, 2022 /PRNewswire/ -- The Central America Bottling Corporation (the "Company") today announced the early results of its previously announced (i) cash tender offer (the "Tender Offer") for any and all of its outstanding U.S.$700,000,000 aggregate principal amount of 5.750% Senior Guaranteed Notes due 2027 (the "Notes") and (ii) concurrent consent solicitation (the "Consent Solicitation"), in each case upon the terms and conditions described in the Company's Offer to Purchase and Consent Solicitation Statement, dated January 5, 2022 (the "Statement").

According to the information received from D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer and the Consent Solicitation, as of 5:00 p.m., New York City time, on January 19, 2022 (such date and time, the "Early Tender Deadline"), the aggregate principal amount of the Notes and related consents that had been validly tendered and delivered and not validly withdrawn or revoked was U.S.$522,907,000, representing 74.70% of the outstanding principal amount of the Notes.

Subject to the terms and conditions of the Tender Offer and Consent Solicitation, holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline are eligible to receive $1,028.75 for each $1,000 principal amount of Notes accepted for purchase, which includes an early tender premium of $30 per $1,000 principal amount of Notes, together with accrued but unpaid interest. Payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase is expected to be made on or around January 27, 2022 (the "Early Payment Date").

The requisite consents received in the Consent Solicitation permit the Company to eliminate substantially all of the restrictive covenants and certain related events of default in the indenture governing the Notes (the "Indenture") and to shorten the minimum notice period for an optional redemption of the Notes by the Company from ten to three days (such amendments, as further described in the Statement, the "Proposed Amendments"). Accordingly, the Company has executed a supplemental indenture ("Supplemental Indenture") to the Indenture to effect the Proposed Amendments approved in the Consent Solicitation. Although the Supplemental Indenture became effective immediately upon execution, the Proposed Amendments will not become operative until the Early Payment Date. The Supplemental Indenture will be binding on all holders of Notes, including holders of Notes that are not validly tendered and purchased pursuant to the Tender Offer.

Withdrawal rights with respect to the Tender Offer and Consent Solicitation expired at the Early Tender Deadline. Accordingly, Notes tendered (in the past or future) in connection with the Tender Offer and Consent Solicitation may no longer be withdrawn, except if required by applicable law.

The Tender Offer and Consent Solicitation are scheduled to expire at 11:59 p.m., New York City time, on February 2, 2022, unless extended or earlier terminated (such date and time, the "Expiration Time"). Holders who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time and whose Notes are accepted by the Company for purchase will receive $998.75 for each $1,000 principal amount of Notes, together with accrued but unpaid interest.

The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions as described in the Statement, including the successful completion of the Company's concurrent offering of new notes (the "New Notes"), in each case as described in more detail in the Statement.

The Company has retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as the dealer managers and solicitation agents (the "Dealer Managers") for the Tender Offer and the Consent Solicitation.  Questions regarding the Tender Offer and the Consent Solicitation may be directed to Citigroup Global Markets Inc. (800) 558-3745 (toll-free) or (212) 723-6106 (collect), and J.P. Morgan Securities LLC at (866) 846-2874 (toll-free) or (212) 834-7279 (collect). You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance.

The complete terms and conditions of the Tender Offer and the Consent Solicitation are described in the Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., as Tender Agent and Information Agent, at (888) 605-1956 (toll free), (212) 269-5550 (collect) or by email at cbc@dfking.com.

None of the Company, the Dealer Managers or the Tender Agent and Information Agent makes any recommendation as to whether holders should tender their Notes pursuant to the Tender Offer or consent to the Proposed Amendments, and no one has been authorized by any of them to make such recommendation.  Holders must make their own decision as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.

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 Tender Offer and the Consent Solicitation. 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: investors@cbc.co

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SOURCE The Central America Bottling Corporation

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