Mexico’s Mabe seeks to avert change-of-control offer for 7 7/8% notes

By Susanna Moon

Chicago, Jan. 25 – Controladora Mabe, SA de CV said it began a consent solicitation for its 7 7/8% senior guaranteed notes due 2019 to avoid making a change-of-control offer for the notes.

Mabe is asking for consents to amend the definition of change of control in the notes indenture so that its planned acquisition does not constitute a change of control under the note terms, according to a company press release.

The proposed amendment is in connection with the purchase by Qingdao Haier Co., Ltd. of General Electric Co.'s major appliances division, which has been set for 2016.

The acquisition would constitute a change of control under the notes indenture, requiring the company to offer to repurchase the notes at 101% of par plus accrued interest to but excluding the repurchase date.

The consent solicitation will run until 5 p.m. ET on Feb. 5. Holder must be of record as of 5 p.m. ET on Jan. 22.

The solicitation is conditioned on the receipt of consents for a majority of the outstanding notes prior to the earlier of the offer expiration and the date on which the supplemental indenture is executed.

The consent fee will be $1.25 in cash for each $1,000 principal amount.

If approved, the proposed amendment will become effective after completion of the acquisition.

J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279) is the solicitation agent. D.F. King & Co., Inc. (866 796-7180 or 212 269-5550) is the information and tabulation agent.

Controladora Mabe manufactures ranges, refrigerators, clothes dryers and washing machines and is based in Mexico City.

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