Grupo Famsa S.A.B. de C.V. Announces a Tender Offer and Consent Solicitation for Any and All of its Outstanding 11.0% Senior Notes Due 2015.
, May 15, 2013 /PRNewswire/ — GRUPO FAMSA, S.A.B. DE C.V.
(the “Company”) announced today that it has commenced an offer
to purchase (the “Tender Offer”) any and all outstanding 11.0%
Senior Notes due 2015 (CUSIP/ISIN No. 40052WAA0/P7700
US40052WAA09/USP7700WCF51)(the “Notes”) and a solicitation of
consents (the “Consents”) to amend the indenture
relate prep →
relate prep → ,
the Notes (the ”
“), upon the terms and
subject to the conditions set forth in the Offer Documents (as defined
The Tender Offer
The Tender Offer will expire at midnight,
New York City
see New York, city.
New York City
City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
June 12, 2013, (such time and date, as the same may be extended, the
“). Holders who validly tender Notes at or
prior to 5:00 P.M., New York City Time, on May 29, 2013 (such time and
date, as the same may be extended, the “Early Tender
Deadline”), unless the Tender Offer is earlier terminated or
withdrawn by the Company, will be eligible to receive the Total
Consideration (as described below). Holders who validly tender Notes
after the Early Tender Deadline, but at or prior to the Expiration Time,
unless the Tender Offer is earlier terminated or withdrawn by the
Company, will be eligible to receive the Tender Offer Consideration (as
described below). Notes tendered may be withdrawn at any time at or
prior to 5:00 P.M., New York City Time, on May 29, 2013 (such time and
date, as the same may be extended, the “Withdrawal Deadline”)
but not thereafter.
Holders of Notes who validly tender Notes in the Tender Offer and
Consent Solicitation, and whose tender and delivery of Consents are
accepted by the Company, will receive, in addition to accrued and unpaid
interest, for each US$1,000 principal amount of Notes tendered, an
amount in cash in U.S. dollars equal to:
* in the case of Notes tendered and related Consents delivered at or
prior to the Early Tender Deadline, an amount equal to US$1,068.75 (the
“Total Consideration”), consisting of (i) an amount equal to
US$1,038.75 (the “Tender Offer Consideration”), plus (ii) an
amount equal to US$30.00 (the “Early Tender Payment”) and
* in the case of Notes tendered and related Consents delivered after
the Early Tender Deadline, but at or prior to the Expiration Time, the
Tender Offer Consideration.
The terms and conditions of the Tender Offer and Consent
Solicitation are set forth in an Offer to Purchase and Consent
Solicitation Statement dated the date hereof (as it may be amended or
supplemented from time to time, the “Statement”), and in the
Letter of Transmittal
and consent (as it may be amended or
supplemented from time to time, the “Letter of Transmittal”
and collectively with the Statement, the “Offer Documents”).
The Company may amend, extend, terminate or withdraw the Tender Offer
and Consent Solicitation.
The Consent Solicitation
Under the Consent Solicitation, the Company is soliciting Consents
to amend the indenture relating to the Notes, including among other
things, the elimination of most of the restrictive covenants and certain
of the events of default and shortening of the minimum notice period to
holders required for a redemption from thirty days to six business days
prior to the
The date on which a debt security is scheduled to be redeemed by the issuer. The redemption date is the scheduled maturity date or, if applicable, a call date.
, with an additional minimum notice of three
business days to the Trustee (the “Proposed Amendments”).
Holders who desire to tender their Notes must deliver Consents to
the Proposed Amendments and holders may not deliver Consents without
tendering the related Notes.
The completion of the Tender Offer and Consent Solicitation is
conditioned, among other things, on the valid delivery to the tender
agent appointed by the Company (named below) of the Consents of holders
of at least a majority in principal amount of the outstanding Notes on
or prior to the Expiration Time.
Subject to the terms and conditions of the Tender Offer and Consent
Solicitation being satisfied or waived and to the Company’s right
to amend, extend, terminate or withdraw the Tender Offer and Consent
Solicitation, the Company expects that payment for all Notes validly
tendered prior to the Early Tender Deadline and accepted by the Company
will be made on the business day the Company selects promptly following
the Early Tender Deadline, or the business day on which the Company
waives the conditions to consummation of the Tender Offer and Consent
Solicitation (the “Early Payment Date”) and that payment for
all Notes validly tendered after the Early Tender Deadline and at or
prior to the Expiration Time and accepted by the Company will be made on
the business day the Company selects promptly following the Expiration
Time or the business day on which the Company waives the conditions to
consummation of the Tender Offer and Consent Solicitation (the
“Final Payment Date”).
The Company expects the Early Payment Date (subject to any extension
of the Early Tender Deadline) to be May 31, 2013 (the expected closing
date for the
The Company’s obligation to accept for purchase and to pay for
Notes validly tendered and not withdrawn pursuant to the Tender Offer is
subject to the satisfaction or waiver of certain conditions, which are
more fully described in the Statement, including, among others, the
Company’s receipt of aggregate
to fund the total
consideration plus accrued and unpaid interest in respect of all Notes
(regardless of the actual amount of Notes tendered) and estimated fees
and expenses relating to the Tender Offer and Consent Solicitation from
an underwritten offering of senior notes exempt from registration
requirements of the U.S. Securities Act of 1933, as amended, on terms
satisfactory to the Company. In no event will the information contained
in this release or the Offer Documents regarding such underwritten
offering constitute an offer to sell or a solicitation of an offer to
buy any securities offered thereunder.
is the dealer manager and
solicitation agent for the Tender Offer and Consent Solicitation. D.F.
King & Co., Inc. has been appointed as the tender agent and
information agent for the Tender Offer and Consent Solicitation.
Persons with questions regarding the Tender Offer or Consent
Solicitation should contact Credit Suisse Securities (USA) LLC at (212)
538-2147 (collect) or (800) 820-1653 (toll-free).
The Offer Documents will be distributed to holders of Notes
promptly. Holders who would like additional copies of the Offer
Documents may call the information agent, D.F. King & Co., Inc.,
toll-free at (800) 431-9643. (Banks and brokers may call collect at
This announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of tenders or consents with respect
to any Notes or other securities. The Tender Offer and Consent
Solicitation are being made solely pursuant to the Offer Documents.
The Tender Offer and Consent Solicitation does not constitute, and
may not be used in connection with, an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not permitted
by law or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation.
In any jurisdiction in which the Tender Offer and Consent
Solicitation is required to be made by a licensed broker or dealer and
in which the dealer manager, or any affiliates thereof, are so licensed,
the Tender Offer and Consent Solicitation will be deemed to have been
made by such dealer manager, or such affiliates, on behalf of the
This release may contain certain “forward-looking
statements” within the meaning of the
officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world’s third largest country in population and the fourth largest country in area.
Securities Litigation Reform Act
of 1995. These statements are based on
management’s current expectations and are subject to risks,
uncertainty and changes in circumstances, which may cause actual
results, performance or achievements to differ materially from
anticipated results, performance or achievements. All statements
contained herein that are not clearly historical in nature are
forward-looking and the words “anticipate”,
“believe”, “expect”, “estimate”,
“plan” and similar expressions are generally intend to
identify forward-looking statements. The Company is under no obligation
to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise. More detailed information about these and
other factors is set forth in the Offer to Purchase.
SOURCE Grupo Famsa S.A.B. de C.V.