可口可乐凡萨瓶装美股招股说明书(2025-04-30版)

% Senior Notes due 20 Guaranteed byPropimex, S. de R.L. de C.V.Comercializadora La Pureza de Bebidas, S. de R.L. de C.V.Grupo Embotellador Cimsa, S. de R.L. de C.V.Refrescos Victoria del Centro, S. de R.L. de C.V.Yoli de Acapulco, S. de R.L. de C.V.Controladora Interamericana de Bebidas, S. de R.L. de C.V. We are offering U.S.$aggregate principal amount of our% senior notes due 20(the “notes”). We will pay interest on the notes onandof each year, beginning on, 2025. The notes will mature on, 20. Our wholly owned subsidiaries Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Grupo EmbotelladorCimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Yoli de Acapulco, S. de R.L. de C.V. and Controladora Interamericana deBebidas, S. de R.L. de C.V. (each a “Guarantor,” and collectively, the “Guarantors”) have fully, jointly and severally, irrevocably and unconditionallyagreed to guarantee the payment of principal, premium, if any, interest, additional interest and all other amounts in respect of the notes.The notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time to time outstanding. The guarantees will rank equally in right of payment with all of the Guarantors’ other unsecured and unsubordinated debt obligationsfrom time to time outstanding.In the event of certain changes in the applicable rate of withholding taxes on interest (or amounts deemed interest), we may redeem the notes, in whole but not in part, at a price equal to 100.0% of their principal amount plus accrued and unpaid interest and any additional interest thereon to, butexcluding, the redemption date. We will have the right at our option to redeem the notes, in whole at any time or in part from time to time, prior to, 20(the date that ismonths prior to the maturity date of the notes, the “Par Call Date”), at a redemption price equal to the greaterof 100.0% of their principal amount and a “make-whole” amount described herein, plus accrued and unpaid interest and any additional interest thereon to, but excluding, the redemption date. We will have the right at our option to redeem the notes, in whole at any time or in part from time totime, on and after the Par Call Date, at 100.0% of their principal amount plus accrued and unpaid interest and any additional interest thereon to, butexcluding, the redemption date. See “Description of Notes—Redemption of Notes” in this prospectus supplement. We will apply to list the notes on the New York Stock Exchange (the “NYSE”). Investing in the notes involves risks. See “Risk Factors” on pageS-9of this prospectus supplement and beginning on page 4 of the accompanyingprospectus to review risk factors you should consider before purchasing the notes. % Senior Notes due 20 (1)(2)Plus accrued interest, if any, from, 2025.Before deducting expenses payable by us related to this offering.THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONALBANCARIA Y DE VALORES, OR “CNBV”), AND MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE NOTES MAY BE OFFERED INMEXICO TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS, PURSUANT TO THE PRIVATE PLACEMENTEXEMPTION SET FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). WE WILLNOTIFY THE CNBV OF THE OFFERING OF THE NOTES OUTSIDE OF MEXICO AND OF THE TERMS OF THE NOTES FOR INFORMATIONAND STATISTICAL PURPOSES ONLY, AND THE DELIVERY OF SUCH NOTICE TO, AND THE RECEIPT THEREOF BY, THE CNBV IS NOT ACERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THEACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THE INFORMATION CONTAINED IN THIS PROSPECTUSSUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN FILED WITH,REVIEWED OR AUTHORIZED BY, THE CNBV. THE ACQUISITION OF THE NOTES BY AN INVESTOR WHO IS A RESIDENT OF MEXICOWILL BE BASED UPON ITS OWN EXAMINATION OF US AND THE GUARANTORS AND WILL BE MADE UNDER SUCH INVESTOR’S OWNRESPONSIBILITY. None of the CNBV, the U.S. Securities and Exchange Commission (the “SEC”) or any U.S. state or foreign securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. BNP PARIBAS Morgan Stanley TABLE OF CONTENTS PROSPECTUS SUPPLEMENT FORWARD-LOOKING INFORMATIONiiiPRESENTATION OF FINANCIAL INFORMATIONivINCORPORATION OF CERTAIN INFORMATION BY REFERENCEvPROSPECTUS SUPPLEMENT SUMMARYS-1SUMMARY OF THE OFFERINGS-5RISK FACTORSS-9USE OF PROCEEDSS-10CAPITALIZATIONS-11DESCRIPTION OF NOTESS-12FORM OF NOTES, CLEARING AND SETTLEMENTS-21TAXATIONS-22UNDERWRITINGS-25VALIDITY O