Cleary assists FEMSA in Heineken equity offering
Cleary Gottlieb has assisted Fomento Económico Mexicano (FEMSA) in an offering of existing issued ordinary shares of both Heineken and Heineken Holding (Heineken Group) for approximately €3.2 billion (approximately 7% of the combined stake in the Heineken Group), together with an offer of exchangeable senior unsecured notes in an aggregate principal amount of approximately €500 million, initially exchangeable into existing issued ordinary shares of Heineken Holding.
In addition, FEMSA launched a cash tender offer for its outstanding 4.375% and 3.500% US Dollar Senior Notes due 2043 and 2050, respectively, and 1.000% and 0.500% Euro Senior Notes due 2033 and 2028, respectively, for an aggregate purchase price, excluding accrued and unpaid interest and additional amounts, if any, of up to $2.0 billion. The Tender Offer is expected to settle on the anticipated initial settlement date of 7 March 2023. In line with recent market trends arising from price volatility in the market, the Tender Offer consideration will be calculated on the basis of a fixed spread to a benchmark to be known on 2 March 2023.
The three transactions were launched on 16 February 2023, and form an integral part of the series of strategic initiatives announced by FEMSA on 15 February 2023 as a result of a thorough strategic review of its business platform.
BofA Securities, Goldman Sachs International and Morgan Stanley acted as joint bookrunners, and were advised by Linklaters.
Linklaters’ team was led by capital markets partner Ben Dulieu and consultant Keith Thomson alongside managing associate Jessica Andrew and associate Liam Jenkins (all based in London). They were assisted by Alberto García Linera, who is based in Mexico City to advise on Mexico-related cross-border transactions
Cleary’s equity and exchange offer team included partners Duane McLaughlin (pictured left), Jim Ho and Manuel Silva (pictured right) and associates Sarah Haddad, Stephanie Monroe Rohlfs and Amanda Mitchell. The tender offer team comprised partners Manuel Silva and Duane McLaughlin, associate Amanda Mitchell and international lawyer Alejandro Guajardo, while counsel Matthew Brigham and associate Eugene Wei-En advised on tax matters.
