Central American Bottling, CBC open consent bids for 5¾%, 8% notes

By Wendy Van Sickle

Columbus, Ohio, July 17 – Central American Bottling Corp. began a solicitation of consents from holders of its 5¾% senior guaranteed U.S. dollar notes due 2027, and its wholly owned subsidiary CBC Peruana SAC began a solicitation of consents from holders of its 8% senior guaranteed Peruvian sol-denominated notes due 2029, according to a news release Friday.

Dollar consent solicitation

The company is seeking consents from holders of at least a majority in principal amount of the existing dollar notes to amend the following provisions of the indenture:

• Eliminate the consolidated fixed charge coverage ratio;

• Modify the consolidated total debt to consolidated EBITDA ratio and corresponding time periods;

• Increase the percentage of cumulative consolidated net income to 70% from 50%, subject to some unrestricted cash and cash equivalents requirements;

• Add a new carve-out for the payment of up to $55 million during 2020 or 2021, subject to some requirements;

• Add a new carve-out for the payment of up to $25 million per year from Jan. 1, 2020, subject to no default or event of default; and

• Make some other technical amendments.

The dollar consent solicitation will expire at 5 p.m. ET on July 24.

It is subject to some conditions, including, among others, the receipt of the requisite consents and the satisfaction or waiver of the other conditions.

If each of the conditions is satisfied or waived, the company will pay each holder that validly delivers a consent at or prior to the expiration time $10 per $1,000 principal amount.

If the requisite consents are received, the company intends to promptly execute a third supplemental indenture to effect the proposed amendments, which will not become operative unless and until all conditions have been satisfied or waived and the consent payment has been made.

Settlement is expected to occur as soon as practicable following the expiration time.

D. F. King & Co., Inc. (800 848-3410, 212 269-5550 or cbc@dfking.com) is the information and tabulation agent.

Peruvian sol solicitation

CBC Peruana convened a virtual meeting of holders of the notes on July 27.

At the meeting, each registered holder of one or more note or a person appointed by a power of attorney as proxy by a registered holder was entitled to vote to approve certain amendments to the indenture, which are substantially the same as the proposed amendments to the dollar notes. Approval of the proposed amendments required consent from holders of the Peruvian sol notes representing at least a majority of the outstanding notes.

Holders who validly delivered their consents, either by proxy or in person at the meeting, aree eligible to receive a consent payment equal to 1% of the principal amount of Peruvian sol notes for which a valid consent was delivered, to be paid in cash.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279) are solicitation agents for the consent solicitations.

Central American Bottling produces, distributes and markets beverage products that include brands owned by PepsiCo and Ambev and its proprietary brands, including its wellness brand LivSmart. The company is based in the British Virgin Islands.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.