Shearman & Sterling represented BNP Paribas Securities and Citigroup Global Markets as dealer managers and solicitation agents in connection with an offer to purchase for cash by Controladora Mabe, S.A. de C.V. (“Mabe”), a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States, any and all of its 5.600% Senior Guaranteed Notes due 2028 (the “Notes”). Mabe also solicited consent from holders of Notes to certain proposed amendments to the indenture governing the Notes, including the stripping of most restrictive covenants in the indenture and shortening the minimum notice period for any redemption of the Notes by Mabe.
The tender offer and consent solicitation were subject to customary conditions, including a financing condition. As of the expiration date, $336,210,000 aggregate principal amount of the Notes was tendered in the tender offer with the corresponding consents delivered in the consent solicitation, representing 90.87% of the outstanding Notes.
The firm also represented BNP Paribas and Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex, as mandated lead arrangers and bookrunners in connection with a $240 million senior unsecured term loan credit facility provided to Mabe. The proceeds of the credit facility and cash on hand were used by Mabe to fund the tender offer and consent solicitation.
The Shearman & Sterling team below included associate Pedro de Elizalde (New York-Capital Markets).