Cerveceria Nacional Dominicana, S.A. announced today that it is commencing a cash tender offer for any and all of its outstanding US$165 million 16.000% Dominican Peso Linked Senior Notes due 2012. The purpose of the Tender Offer is to acquire any and all of the outstanding Notes in order to improve the Company’s debt profile by extending the maturity profile of its outstanding debt and reducing interest and other financing costs.
The Tender Offer is scheduled to expire at 5:00 P.M., New York City time, on May 5, 2011, unless extended by the Company. The total consideration for each US$1,000 principal amount of Notes properly tendered at or prior to the Early Tender Time (as defined below) and accepted pursuant to the Tender Offer will be an amount (in U.S. Dollars) equal to (i) the Dominican Peso Equivalent Price of $1,056.25 (which price corresponds to a Dominican Peso-equivalent yield of 9.1866%, such yield calculated as of the expected Settlement Date (as defined below) in accordance with standard market practice by the Dealer Manager (as defined below)) multiplied by (ii) a ratio equal to the Original FX Rate (as defined below) divided by the Final FX Rate (as defined below) (such ratio, the “FX Ratio”). The Total Consideration includes an early tender payment of US$30.00 per US$1,000 principal amount of Notes (the “Early Tender Payment”). The Early Tender Payment is payable only to Holders who validly tender their Notes at or prior to the Early Tender Time of 5:00 p.m., New York City time, on April 20, 2011, if such Notes are accepted pursuant to the Tender Offer. Holders who tender their Notes after the Early Tender Time and at or prior to the Expiration Time will be entitled to receive the Total Consideration minus the Early Tender Payment (the “Purchase Price”), if such Notes are accepted for purchase.
In addition, Holders whose Notes are accepted pursuant to the Tender Offer will receive accrued interest (“Accrued Interest”), which will be an amount (in U.S. Dollars) equal to the Nominal Accrued Interest multiplied by the FX Ratio. The “Nominal Accrued Interest” will equal the interest per US$1,000 principal amount of the Notes accrued on the Notes at the contractual interest rate of 16.000% (and not adjusted in any way for currency exchange rates), from and including the immediately preceding interest payment date to but excluding the Settlement Date (as defined below). The Company expects to accept the Notes for purchase promptly after the Expiration Time (the “Acceptance Date”). The Company will pay the Total Consideration or the Purchase Price for the Notes, as the case may be, on or promptly after the Acceptance Date (the “Settlement Date”).
The Original FX Rate is RD$32.7863 per US$1.00, such rate having been specified by the Company when the Notes were issued, as part of the terms of the Notes, to be used in calculating the actual amounts payable on the Notes.
The Final FX Rate will be the exchange rate for Dominican Pesos per U.S. Dollar for the date that is the FX Determination Date (as defined below), as published by the Central Bank of the Dominican Republic in accordance with its customary practice on the following business day in the Dominican Republic. The “FX Determination Date” shall be April 20, 2011, unless extended by the Company in its sole discretion, but in no event later than the tenth business day prior to the Expiration Time. ”Business day” for purposes of the Tender Offer means any day, other than Saturday, Sunday or a federal holiday in the United States, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.
A hypothetical calculation of the Total Consideration, Purchase Price and Accrued Interest is set forth on Schedule I to the Offer to Purchase.
The Tender Offer is conditioned upon the following events having occurred or been waived: (i) satisfaction of the Financing Condition, as described in the Offer to Purchase and (ii) satisfaction of other general conditions described in the Offer to Purchase. The Tender Offer is not conditioned upon any minimum number of Notes being tendered.
Tenders of Notes may be validly withdrawn at any time prior to the withdrawal deadline which is 5:00 p.m., New York City time, on April 20, 2011, unless extended (such time and date, as the same may be extended, the “Withdrawal Deadline”). Tendered Notes may not be withdrawn after the Withdrawal Deadline unless the Company (i) makes a material change in the terms of the Tender Offer that is, in the Company’s determination, adverse to the interests of tendering holders of the Notes or (ii) is otherwise required by law to permit withdrawal.
The Company is not soliciting consents to modify any of the covenants in the indenture governing the Notes. Any Notes that remain outstanding after the termination of the Tender Offer will continue to be the Company’s obligations. Holders of those outstanding Notes will continue to have all the rights associated with the Notes and the indenture governing the Notes.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, dated April 7, 2011, of the Company (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”). The Company has engaged Citigroup Global Markets Inc. to act as dealer manager (the “Dealer Manager”) in connection with the tender offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at (212) 723-6108 (collect) or (800) 558-3745 (U.S. toll-free). Requests for documentation may be directed to D. F. King & Co., Inc., the information and tender agent for the Tender Offer, at (212) 269-5550 or (44) 20 7920 9700 (for banks and brokers) or (888) 644-5854 (U.S. toll-free) or as otherwise provided on the back cover of the Offer to Purchase.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Tender Offer is being made solely by the Offer to Purchase.
The Tender Offer is not being made in the Republic of Italy.
The communication of the Offer to Purchase and the Letter of Transmittal and any other documents or materials relating to the Tender Offer are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The Offer to Purchase and the Letter of Transmittal are only being distributed to and are only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iv) any other person to whom the Offer to Purchase and the Letter of Transmittal and such other documents or materials may otherwise lawfully be made in accordance with the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which the Offer to Purchase and the Letter of Transmittal relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the Offer to Purchase and the Letter of Transmittal or any of their contents.
SOURCE Cerveceria Nacional Dominicana, S.A.