#Mexico #Mexico City #Cash Tender #consent solicitation #Orbia Advance

Orbia Advance Corporation Adjustments

On April 29, 2025, Orbia Advance Corporation, S.A.B. de C.V., a public limited company governed by Mexican law, disclosed updates to its previously announced cash tender offer. This amendment primarily aims to better accommodate its senior noteholders while clarifying the terms of the purchase.

Details of the Tender Offer Amendments

The primary modification involves changing the Total Consideration for the existing 1.875% Senior Notes set to mature in 2026. Previously, this consideration was based on a fixed spread calculation; it has now been adjusted to a straight cash offer of $1,000 for each $1,000 principal note validly tendered and accepted. This allowance extends to all notes already tendered as well as those that will be tendered in the future, provided they remain valid and are not withdrawn. The consideration for notes submitted before the Early Tender Date maintains the inclusion of an early payment incentive.

Moreover, the Tender Offer has eliminated several elements such as the Fixed Spread, Reference Yield, and Repurchase Yield. These changes aim to streamline the offer structure, thereby simplifying the decision-making process for bondholders.

Removal of the Consent Solicitation

In a significant shift, Orbia also announced the cessation of its earlier solicitation of consents for proposed amendments. This decision indicates a strategic move to maintain focus on executing the tender offer effectively without the added complexity of consent solicitation.

What Holders Need to Know

For those who have already validly tendered their notes, no action is required to receive the newly set Total Consideration. This decision reaffirms Orbia's commitment to enhancing the experience for its noteholders and ensuring that the process remains as straightforward as possible.

It’s crucial for current holders of the Notes to read and understand the revised Offer to Purchase document in full detail before choosing to either tender or withdraw their notes. The current tender offer is not contingent upon a minimum amount of notes being tendered, providing further flexibility.

Future Outlook

Orbia retains the right to make further amendments or even terminate this Tender Offer at their discretion. This level of authority allows them to be responsive to market conditions and the interests of their stakeholders.

Notice

It must be understood that the Offer to Purchase and associated documents have not been submitted for review by any federal or state securities regulatory authority, which implies that the accuracy or completeness of the offer has not been verified by an official body. Any representation to the contrary may result in legal implications.

Contact Information

Investors seeking further details about the Tender Offer may contact D.F. King & Co., Inc., responsible for administering the tender process. They are located at 48 Wall Street, 22nd Floor, New York, New York 10005, and can be reached at +1 (212) 269-5550 for banks and brokers or toll-free at +1 (888) 628-9011 for general inquiries.

For detailed inquiries regarding the financial aspects and market status, investors may also consider contacting major financial institutions like J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Morgan Stanley & Co. LLC directly.

Utilizing these adjustments, Orbia Advance Corporation aims to provide clarity and enhanced value for its investors while streamlining operational efficiencies through the updated cash tender offer.