Sigma Alimentos, S.A. De C.V
OFFERING MEMORANDUM US$1,000,000,000 SIGMA ALIMENTOS, S.A. DE C.V. 4.125% Senior Notes due 2026 ______________________________ We are offering US$1,000,000,000 aggregate principal amount of our 4.125% Senior Notes due 2026 (the “notes”). We will pay interest on the notes semi-annually in arrears on May 2 and November 2 of each year, beginning on November 2, 2016. The notes will mature on May 2, 2026. We may redeem the notes at our option, in whole or in part, at any time and from time to time, prior to February 2, 2026 (three months prior to the scheduled maturity of the notes), at a redemption price equal to the greater of 100% of the outstanding principal amount of the notes to be redeemed and the applicable “make-whole” amount, plus in each case accrued and unpaid interest to the redemption date. In addition, we may redeem the notes at our option, in whole or in part, at any time and from time to time, beginning on February 2, 2026 (three months prior to the scheduled maturity of the notes), at a redemption price equal to 100% of the outstanding principal amount of the notes to be redeemed, plus accrued and unpaid interest to the redemption date. In the event of certain changes in tax laws applicable to payments under the notes, we may redeem all, but not part, of the notes. Upon the occurrence of a change of control triggering event, we will be required to offer to repurchase the notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any.
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