Mexico's Controladora Mabe holders exchange $130.89 million 6½% notes

By Angela McDaniels

Tacoma, Wash., June 12 - Controladora Mabe, SA de CV holders tendered $130,893,000 principal amount, or 65.45%, of its 6½% senior guaranteed notes due 2015 in its private exchange offer, according to a company news release.

The offer began on May 14. Holders who exchanged will receive 7 7/8% senior guaranteed notes due 2019 in exchange for their 6½% notes.

The company also solicited consents to proposed amendments to the note indenture. Enough consents were received to make the amendments, which will eliminate the majority of the restrictive covenants and an event of default applicable to the old notes.

Holders will receive $1,000 principal amount of new notes for each $1,000 principal amount of old notes exchanged. The company will also pay accrued interest from Dec. 15 up to but excluding the settlement date, which is expected to be June 14, minus the accrued interest to be received by holders from April 28, the most recent interest payment date, up to but excluding the settlement date. Interest on the new notes will accrue from April 28.

Under the original terms of the offer, holders who tendered after May 29, the early participation date, would have received $950 principal amount of new notes. On May 30, the company changed the exchange amount to $1,000 regardless of whether the notes were exchanged before or after the early participation date.

The new notes are guaranteed by subsidiaries Mabe, SA de CV, Mabe Mexico, S de RL de CV and Leiser, S de RL de CV.

The new notes have not been and will not be registered under the U.S. Securities Act of 1933. As a result, the exchange offer was only made to holders who have certified their status as "qualified institutional buyers" as defined in Rule 144A or those who are not "U.S. persons" as defined under Regulation S.

The exchange offer was subject to the receipt of tenders for at least a majority of the old notes and the condition that the new notes are fungible for U.S. federal income tax purposes with the company's 7 7/8% senior guaranteed notes due 2019 issued on Oct. 28, 2009.

Until the first anniversary of the settlement date, the new 7 7/8% notes issued under Rule 144A will have a different Cusip number than the existing 7 7/8% notes, and the two issues will not be fungible for trading purposes. For the new 7 7/8% notes issued in reliance on Regulation S, the delay will be 40 days instead of a year.

The information agent was Global Bondholder Services Corp. (866 470-4300 or 212 430-3774).

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

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