MEXICO CITY, June 21, 2017 /PRNewswire/ -- Mexico: Grupo Cementos de Chihuahua, S.A.B. de C.V. ("GCC", the "Company" or "we") today announced that $187,937,000 aggregate principal amount, or 72.28%, of its outstanding 8.125% Senior Notes due 2020 (the "Notes") were validly tendered and not withdrawn by 5:00 p.m., New York City time, on June 20, 2017 (the "Tendered Notes").
In addition, the Company has received consents from holders of 72.28% of the Notes as of 5:00 p.m., New York City time, on June 20, 2017 (the "Consent Date"). The consents are sufficient to effect all of the proposed amendments to the indenture governing the Notes as set forth in GCC's Offer to Purchase and Consent Solicitation Statement dated June 7, 2017 (the "Statement") and the related Letter of Transmittal and Consent, pursuant to which the tender offer and the consent solicitation are being made. The proposed amendments eliminate substantially all of the restrictive covenants and certain events of default and reduce the minimum notice period required for optional redemptions of the Notes to two business days on the terms and subject to the conditions set forth in the Statement. GCC has executed a supplemental indenture effecting the proposed amendments to the indenture.
Holders that validly tendered prior to the Consent Date, and whose Notes are accepted, will receive a total consideration of $1,044.63 per $1,000 principal amount of Tendered Notes, which includes a consent payment of $30.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to, but not including the early settlement date, which is expected to be on June 23, 2017 (the "Early Settlement Date").
The Company's obligation to accept for purchase and to pay for the Tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, the Company having completed its concurrent offering of senior notes on terms and conditions satisfactory to GCC, yielding net cash proceeds, sufficient to fund the total consideration of all Notes (regardless of the actual amount of Notes tendered). This condition is expected to be satisfied upon the closing of the Company's offering of 5.250% Senior Notes due 2024 that priced on June 20, 2017.
The Company currently intends to issue a notice of redemption pursuant to the redemption provision of the Supplemental Indenture (as defined in the Statement) to redeem any Notes that remain outstanding following the Early Settlement Date at a cash redemption price per $1,000 principal amount of the Notes equal to $1,040.63, plus accrued and unpaid interest to the redemption date. This press release does not constitute a notice of redemption under the redemption provision of the Indenture.
The Company has retained Citigroup Global Markets Inc. to serve as the dealer manager and solicitation agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll-free), (212) 723-6106 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the tender offer and consent, at (212) 430-3774 (collect) or at (866) 470-4300 (toll-free).
None of the Company, the dealer manager and solicitation agent or the information agent make any recommendations as to whether holders should tender their Notes and deliver consents pursuant to the tender offer and consent solicitation, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The tender offer is being made solely pursuant to the offer documents.
The tender offer 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 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 will be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
GCC is a leading supplier of cement, aggregates, concrete and construction-related services in the United States and Mexico. GCC has annual cement production capacity of 5.1 million tons. Founded in 1941, GCC's shares trade on the Mexican Stock Exchange under the ticker symbol GCC*.
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SOURCE Grupo Cementos de Chihuahua, S.A.B. de C.V.