Alpek Announces Final Results of Cash Tender Offer for Any and All of its Outstanding U.S.$650,000,000 Aggregate Principal Amount of 4.500% Senior Notes due 2022 (CUSIP Nos. 020564 AA8/P01703 AA8; ISI

February 23, 2021 2:59 PM EST

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SAN PEDRO GARZA GARCÍA, NUEVO LEÓN, Mexico, Feb. 23, 2021 /PRNewswire/ -- Alpek, S.A.B. de C.V. ("Alpek" or the "Company") today announced the final tender results of its previously announced offer to purchase for cash (the "Tender Offer") any and all of its outstanding 4.500% Senior Notes due 2022 (the "Notes"). The Tender Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated February 16, 2021 (the "Offer to Purchase") and a related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

As previously announced, the expiration time for the Tender Offer was 8:00 a.m., New York City time, on February 23, 2021 (such date and time, the "Expiration Time").  As of the Expiration Time, U.S.$315,972,000 in aggregate principal amount of the Notes had been validly tendered and not validly withdrawn pursuant to the Tender Offer. The settlement of the Tender Offer is expected to occur on February 26, 2021 (the "Settlement Date").

The table below sets forth the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, and accepted for purchase:

Notes

CUSIP and ISINNumber(s)

Principal AmountOutstanding

Purchase Price(1)

Principal Amount Tenderedand Accepted for Purchase

4.500% SeniorNotes due 2022

CUSIP 020564 AA8/

P01703 AA8

ISIN: US020564AA87/

USP01703AA82

U.S.$650,000,000

U.S.$1,067.90

U.S.$315,972,000

______________________________

(1)  Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase.  In addition, holders of Notes whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest ("Accrued Interest") on their Notes from the last interest payment date preceding the Settlement Date to, but not including, such Settlement Date.

Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer Documents, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for purchase. Holders of Notes whose Notes have been accepted for purchase will receive the purchase price described in the table above plus Accrued Interest.  Additionally, Alpek will pay additional amounts such that the purchase price and Accrued Interest received by holders after withholding tax will be equal to the amount that would have been due had there been no such withholding tax.

All conditions described in the Offer to Purchase that were to be satisfied or waived on or prior to the Expiration Time, including the Pricing Condition (as such term is defined in the Offer to Purchase), were satisfied on or prior to the Expiration Time.  Alpek's obligation to purchase Notes in the Tender Offer is conditioned upon the successful closing on or prior to the Settlement Date of a concurrent offering (the "New Notes Offering") of U.S. dollar denominated notes (the "New Notes") and receipt by Alpek of sufficient funds from the New Notes Offering, together with available cash on hand and/or borrowings under available lines of credit, to finance the purchase of the Notes tendered and accepted pursuant to the Tender Offer.  If and when issued, the New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. The New Notes Offering is exempt from the registration requirements of the Securities Act, and therefore New Notes have only been 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.  

The total cash payment to purchase on the Settlement Date the Notes validly tendered and accepted for purchase, including Accrued Interest and any additional amounts thereon, will be approximately U.S.$341.2 million.

Interest will cease to accrue on the Settlement Date for all Notes purchased in the Tender Offer.  Following payment for the Notes accepted pursuant to the terms of the Tender Offer, Alpek 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 governing the Notes.  None of the Offer Documents nor this press release constitute a notice of redemption or an obligation to issue a notice of redemption.

The Offer Documents do not constitute an offer to sell any securities or the solicitation of an offer to buy any securities of Alpek in the New Notes Offering or in any other transaction.

The tender agent and information agent for the Tender Offer is Global Bondholder Services Corporation. To contact the tender agent and information agent, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (866) 470-3700 or email contact@gbsc-usa.com.  Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

By Facsimile Transmission:

65 Broadway, Suite 404

(for eligible institutions only)

New York, NY 10006

+1 (212) 430-3775/3779

USA

Confirmation by Telephone

Attention: Corporate Actions

+1 (212) 430-3774

Copies of each of the Offer Documents are available at the following web address: https://www.gbsc-usa.com/alpek/.

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The dealer managers for the Tender Offer are:

BofA Securities, Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

One Bryant Park

388 Greenwich Street, 7th Floor

383 Madison Avenue, 6th Floor

New York, NY 10036

New York, New York 10013

New York, New York 10179

U.S. Toll Free: +1 (888) 292-0070

U.S. Toll Free: +1 (800) 558-3745

U.S. Toll Free: +1 (866) 846-2874

Collect: +1 (646) 855 8988

Collect: +1 (212) 723-6106

Collect: +1 (212) 834-7279

Attention: Liability Management Group

Attention: Liability Management Group

Attention: Liability Management Group

This press release is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.  The Tender Offer was made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the Notice of Guaranteed Delivery.

Neither the Offer to Purchase nor any related documents have been filed with, and have not been approved 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.

This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Alpek assumes no obligation to update or correct the information contained in this press release.

Cision View original content:http://www.prnewswire.com/news-releases/alpek-announces-final-results-of-cash-tender-offer-for-any-and-all-of-its-outstanding-us650-000-000-aggregate-principal-amount-of-4-500-senior-notes-due-2022-cusip-nos-020564-aa8p01703-aa8-isin-nos-us020564aa87usp01703aa-301233898.html

SOURCE Alpek, S.A.B. de C.V.



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