MONTERREY, Mexico, June 13, 2013 /PRNewswire/ -- Grupo Famsa, S.A.B. de C.V. (the "Company") announced today the final results of its previously announced cash tender offer and consent solicitation (the "Offer"), for any and all of its outstanding 11.00% Senior Notes due 2015 (CUSIP/ISIN No. 40052WAA0/US40052WAA09 and P7700WCF5/USP7700WCF51) (the "Notes"). The Offer expired on June 12, 2013 at 12:00 midnight, New York City time (the "Expiration Time").
As of the Expiration Time, the Company had received tenders and consents (not validly withdrawn) from the holders of approximately US$160.5 million, or approximately 80.23% of the total outstanding principal amount of the Notes, including US$160.1 million principal amount of the Notes that were tendered and not validly withdrawn as of 5:00 p.m., New York City time, on May 29, 2013 (the "Early Tender Deadline").
The Company plans to accept for purchase all Notes validly tendered and not validly withdrawn pursuant to the Offer to Purchase and Consent Solicitation Statement, dated May 15, 2013 (the "Offer to Purchase"), relating to the Offer. As previously announced, Holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline received on May 31, 2013 (the "Early Payment Date"), the total consideration of US$1,068.75 for every US$1,000 principal amount of the Notes validly tendered at or before the Early Tender Deadline and accepted in the Offer, which includes an early tender premium of US$30.00 for each US$1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date. In addition, as of the Early Tender Deadline, the Company had obtained sufficient consents to approve the proposed amendments to the indenture under which the Notes were issued (the "Indenture"). As a result, the Company entered into a supplemental indenture dated as of the Early Payment Date (the "Supplemental Indenture") to, among other things, eliminate most of the restrictive covenants and certain events of default and to shorten the minimum notice period to holders required for a redemption from 30 days to six business days prior to the redemption date (plus an additional three business days' notice to the Trustee).
Holders of Notes who validly tendered their Notes after the Early Tender Deadline but at or prior to the Expiration Time will receive the tender offer consideration of US$1,038.75 per US$1,000 principal amount of Notes validly tendered, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor. Payment for all Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Time will be made on June 14, 2013.
On June 5, 2013, the Company called for redemption all Notes not validly tendered as of the Expiration Time and not purchased under the Offer in accordance with the redemption provisions of the Indenture, as amended by the Supplemental Indenture. Such Notes, in an aggregate principal amount of US$39,545,000, will be redeemed on July 22, 2013 (the "Redemption Date") at a redemption price of 105.50% of the principal amount of the Notes outstanding, or US$1,055.00 per US$1,000 principal amount of the Notes, plus accrued and unpaid interest on the Notes to, but not including, the Redemption Date.
The Company's obligations to accept any Notes tendered and not withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase and related Letter of Transmittal and Consent (collectively, the "Offer Documents"). The Offer is made only by, and pursuant to the terms of, the Offer Documents, and the information in this news release is qualified by reference to the Offer Documents.
The information agent and tender agent for the Offer is D. F. King & Co., Inc. The dealer manager and solicitation agent for the Offer was Credit Suisse Securities (USA) LLC. Persons with questions regarding the Offer should contact Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free). 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 (212) 269-5550.)
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms and conditions of the Offer.
About the Company
Grupo Famsa, S.A.B. de C.V. ("Grupo Famsa") is a leading specialty retailer, which provides a diverse set of consumer, financing and saving products and services portfolio, targeting the middle and low-middle income segments of Mexico's population and the U.S. Hispanic population in certain U.S. states where it operates. Grupo Famsa's Mexican retail operations offer furniture, electronics, household appliances, cellular telephones, computers, motorcycles, clothing and other durable consumer products, which are sold mainly through Grupo Famsa's stores. In the states of Texas and Illinois in the U.S., Grupo Famsa offers furniture and appliances through its subsidiary Famsa, Inc.
This release may contain certain "forward-looking statements" within the meaning of the United States Private 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 word "plan" and similar expressions are generally intended 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.
Av. Pino Suarez 1202 Norte
Piso 3, Unidad "A," Zona Centro
Monterrey, N.L., Mexico 64000
SOURCE Grupo Famsa, S.A.B. de C.V.