COCA-COLA FEMSA ANNOUNCES FULL CONSIDERATION AND TICKET ACCEPTANCE FOR ITS PREVIOUSLY ANNOUNCED TAKEOVER OFFERS

MEXICO CITY, September 9, 2022 /PRNewswire/ — Coca-Cola FEMSA, SAB de CV ( New York stock market : KOF) (“KOF“) today announced the full consideration and acceptance of its previously announced offers to purchase KOF Notes in cash of the series set forth in the table below (all such Notes, the “Remarks” and each such series, a “series” of Notes), for an aggregate purchase price, excluding accrued interest and additional amounts, if any (the “Overall purchase price“), until $250 million (there “tender cap“), subject to the priority of acceptance and pro rata procedures described in the Offer to Purchase (as defined below) from each registered holder of the Notes (each a “Incumbent“and, collectively, the”Holders“). We refer to our offer to purchase each series of Notes as a “To offer“and collectively as”Offers.” Offers are made on the terms and subject to the conditions set forth in the offer to purchase dated August 25, 2022 (as amended or supplemented from time to time, the “Bid“).

The following table sets forth certain information about the Offers, including the aggregate consideration payable for Bonds validly tendered (and not validly withdrawn) no later than 5:00 p.m. New York City yesterday time, September 8, 2022 (there “Start of the tender“), and accepted for purchase by the KOF (the “Total Consideration“).

Remarks

CUSIP/ISIN

Director
Rising
Exceptional

Acceptance priority level

Redemption yield

Total Consideration(1)

Amount offered at the start of the bid time

Amount accepted

Approximate proration factor

5.250% Senior Notes
due 2043

191241AF5/

US191241AF58

$600,000,000

1

5.177%

$1,009.25

110,858,000

110,858,000

N / A

2.750% Senior Notes
deadline 2030

191241 AH1/

US191241AH15

$1,250,000,000

2

4.399%

US$897.26

366,873,000

209,474,000

54.85%

______________________

(1)

Per $1,000 principal amount of notes. The Total Consideration has been calculated in accordance with the formula set forth in Schedule 1 of the Offer to Purchase, based on a fixed spread and the yield of a specified reference security for each series of Notes at 11:00 a.m., New York time. today, September 9, 2022. The aggregate consideration for each series of Notes includes an early offering premium in the amount of US$30 per US$1,000 principal amount of Notes validly tendered (not validly withdrawn) and accepted for purchase in accordance with the offers (the “Early Tender Premium“).

In order to accept for purchase additional Bonds validly tendered (and not validly withdrawn), the KOF increases the Tender Cap by $250,000,000 at $299,836,078. All other terms and conditions of the offers described in the offer to purchase remain the same.

Since the purchase of all Bonds validly tendered to the Bids would result in KOF purchasing an aggregate principal amount of Bonds, which would result in an aggregate purchase price above the Bid Cap (as ‘increased as described herein), KOF has agreed to purchase all deposited 5.250% senior bonds due 2043 and only $209,474,000 principal amount of the 2.750% senior bonds maturing in 2030 (the “2030 tickets“). KOF will pay holders of 2030 Bonds validly tendered (and not validly withdrawn) no later than the time of pro rata according to the pro rata procedures described in the offer to purchase.

Tickets that have been validly tendered may not be withdrawn, except as required by applicable law. Noteholders who deposit after the Early Tender Time will not have any of their Notes accepted for purchase. All returned tickets that are not accepted for purchase will be returned or credited to the bearer’s account free of charge.

The initial settlement date on which KOF will make payment for Securities accepted in Bids should be September 13, 2022 (there “Original settlement date“).

Holders of Notes who have been validly tendered (and not validly withdrawn) by the Early Tender Time and whose Notes have been accepted for purchase are entitled to receive the applicable Total Consideration set forth in the table below. above, which includes the fixed early bid premium and to receive accrued and unpaid interest on their Accepted Notes from the last interest payment date up to, but not including, the original settlement date and additional amounts , if applicable, as further described in the Offer to Purchase.

Offers will expire at 11:59 p.m., New York City It’s time September 222022.

* * *

The KOF engaged HSBC Securities (UNITED STATES) Inc. and JP Morgan Securities LLC as managing dealers in connection with the offerings (the “Dealer Managers“and each, one”dealership manager“). Global Bondholder Services Corporation is acting as the Offer and Information Agent for the Offers.

This press release does not constitute an offer to buy or a solicitation of an offer to sell the Notes. The Offers are not being made to Holders in any jurisdiction in which KOF is aware that making the Offers would not be in accordance with the laws of such jurisdiction. In any jurisdiction where securities laws or blue sky laws require offers to be made by a licensed broker or dealer, offers will be deemed to have been made on behalf of KOF by the broker managers or one or more multiple registered brokers or dealers who are licensed under the laws of that jurisdiction. Any questions or requests for assistance regarding the Offerings may be directed to HSBC Securities (UNITED STATES) Inc. at (888) HSBC-4LM (toll free) or JP Morgan Securities LLC at (866) 846-2874 (toll free). Requests for additional copies of the Offer to Purchase and related materials may be directed to Global Bondholder Services Corporation at (212) 430-3774 or (855) 654-2014 (toll free).

Neither the offer to purchase nor any documents related to the offers have been filed with any federal or state securities commission or regulatory authority of any country, and have not been approved or examined by it. No authority has passed on the accuracy or adequacy of the offer to purchase or any documents related to the offers, and it is illegal and may constitute a criminal offense to make any statement to the contrary.

Forward-looking statements

This press release contains forward-looking statements. Forward-looking statements are information that is not historical in nature or that relate to future events and are subject to risks and uncertainties. No guarantee can be given as to the completion of the operations described herein or as to the ultimate conditions of such operations. KOF 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.

SOURCE Coca-Cola FEMSA, SAB de CV

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