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The Central America Bottling Corporation - Consent Solicitation 2024 (US) - Launch

The Central America Bottling Corporation Commences Consent Solicitation - USG20038AA61

10 JUNE 2024

Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Central America Bottling Corporation

BRITISH VIRGIN ISLANDS, June 10, 2024 /PRNewswire/ -- The Central America Bottling Corporation (the "Company") today announced that the Company, together with CBC Bottling Holdco, S.L. and Beliv Holdco, S.L. (collectively with the Company, the "Co-Issuers") have commenced a solicitation of consents (the "Consent Solicitation") from the holders of their 5.250% Senior Guaranteed Sustainability-Linked Notes due 2029 (the "Notes") to certain Proposed Amendments (as defined below) to the indenture governing the Notes (as amended, modified and/or supplemented from time to time, the "Indenture"), as further described below.

In accordance with the terms and conditions of the Consent Solicitation, the Co-Issuers are seeking consents from holders representing at least a majority (the "Requisite Consents") in aggregate principal amount of the Notes to modify:

  • the definition of "Permitted Investments" by amending and restating clauses (12) and (13) and the last paragraph of the definition, and by adding a new clause (14); and

  • the Consolidated Total Indebtedness to Consolidated EBITDA Ratio in Section 3.07(a) (Limitation on Incurrence of Additional Indebtedness),

in each case, as further described in the Consent Solicitation Statement, dated as of the date hereof (the "Statement") (collectively, the "Proposed Amendments").

The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 14, 2024, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the "Expiration Time"). The Consent Solicitation is subject to certain conditions, including, among others, the receipt of the Requisite Consents at or prior to the Expiration Time and the satisfaction of the other conditions set forth in the Statement.

In the event that each of the conditions to the Consent Solicitation described in the Statement is satisfied, the Co-Issuers will pay to each holder that validly delivers (and does not validly revoke) a consent in respect of the Proposed Amendments at or prior to the Expiration Time U.S.$15 per U.S.$1,000 principal amount of Notes (the "Consent Payment").

If the Requisite Consents are received at or prior to the Expiration Time, the Co-Issuers intend to promptly execute a supplemental indenture to the Indenture to effect the Proposed Amendments (such time, the "Effective Time"). The Proposed Amendments will not become operative unless and until all conditions to the Consent Solicitation have been satisfied and the Consent Payment has been made. Consents may be revoked at any time prior to the earlier to occur of the Effective Time and the Expiration Time, but not thereafter, by following the procedures set forth in the Statement."



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