Rich Cooper and Adam Brenneman

Cleary counsels IDESA on note exchange offer

Cleary Gottlieb has counselled Grupo IDESA in an exchange offer and consent solicitation for any and all of its 9.375% Senior Secured Notes due 2026 for new 6.500% Senior Secured Notes due 2028.

In addition, Grupo IDESA offered to purchase up to US$100 million of the Existing Senior Secured Notes for US$0.775 in cash for each dollar of Notes tendered. Robles Miaja Abogados acted as counsel for IDESA in Mexico.

This offering was conducted as a private placement under the exemption from registration provided by Section 4(a)(2) of the US Securities Act of 1933 and outside the United States pursuant to Regulation S. The exchange offer and tender offer and consent solicitation are being conducted in connection with the lenders’ agreement to capitalise a term loan previously granted to Grupo IDESA and its subsidiaries that substantially deleveraged Grupo IDESA and allowed Grupo IDESA to offer previously encumbered collateral in the exchange offer.

The transaction was launched on 28 March, and on 11 April approximately US$286 million in aggregate principal amount of Existing Secured Notes, representing approximately 92% of the outstanding Existing Secured Notes, were validly tendered. In addition, on the Early Tender Date, the Minimum Tender Condition, which required the tender of at least 85% of the aggregate outstanding principal amount of the Existing Secured Notes, was satisfied.  The Offers are expected to expire on 25 April 2023 unless extended by Grupo IDESA.

Grupo IDESA has over 65 years of experience in the petrochemical industry in Mexico and produces compounds that are used as feedstock in the manufacture of a wide range of products such as food and beverage packaging, clothing and footwear, construction materials, automotive fluids and toys, among others.  Grupo IDESA also owns a 25% stake in the Braskem-IDESA joint venture, which operates one of the largest ethylene crackers in the region.

Robles Miaja Abogados’ team included partners Rafael Robles Miaja and Gerardo Pérez Chow, as well as associates Mauricio Camps, Armando Ramos and Regina Ortega.

Cleary’s team consisted of partners Rich Cooper (pictured left) and Adam Brenneman (pictured right), senior attorney Elizabeth Chang, associate Olivia Wittels, and international lawyers Ainhoa Buenetxea Roy and Raisa Reggiori.  Partner Jorge Juantorena, associate Natalia Rezai, and international lawyer Lucila Dorado also provided support at critical junctures in the transaction; while counsel Matt Brigham and associates Victoria Ju and Nathaniel Pribil provided tax advice; partner Polina Lyadnova, associate James Armshaw, and international lawyer Tricia Moffat-Noel provided English law advice on certain aspects of the transaction. All lawyers are based in New York, except Polina Lyadnova, James Armshaw, and Tricia Moffat-Noel who are based in London.

L Giselle Estrada