Grupo Posadas announces a Tender Offer and Consent Solicitation for Any and All of its Outstanding 9.250% Senior Notes due 2015

MEXICO CITY, Oct. 31, 2012 /PRNewswire/ -- Grupo Posadas, S.A.B. de C.V. (the "Company") announced today that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 9.250% Senior Notes due 2015 (the "Notes") and a solicitation of consents (the "Consents") to amend the indenture relating to the Notes (the "Consent Solicitation").  There are currently U.S. $200 million in aggregate principal amount of the Notes outstanding.  The Notes are guaranteed by certain of the Company's subsidiaries.

The Tender Offer

The Tender Offer will expire at 5:00 P.M., New York City Time, on November 29, 2012, unless extended (such time and date, as the same may be extended, the "Expiration Time") or earlier terminated by the Company.  Holders who validly tender Notes by 5:00 P.M., New York City Time, on November 14, 2012, unless extended (such time and date, as the same may be extended, the "Early Tender and Consent Time"), will receive the Total Consideration (as described below). Holders who validly tender Notes after the Early Tender and Consent Time, but on or prior to the Expiration Time, will receive the Tender Offer Consideration (as described below).

Holders of Notes who validly tender Notes in the Tender Offer and Consent Solicitation, and whose tender and delivery of Consents is accepted by the Company, will receive, in addition to accrued and unpaid interest up to, but not including, the applicable settlement date, for each U.S.$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 before the Early Tender and Consent Time, an amount equal to U.S.$1,045.00 (the "Total Consideration"), consisting of (i) an amount equal to U.S.$1,015.00, (the "Tender Offer Consideration") plus (ii) an amount equal to U.S.$30.00, that the Company will pay only for Notes tendered and Consents delivered at or before the Early Tender and Consent Time and not validly withdrawn; or
  • in the case of Notes tendered and related Consents delivered after the Early Tender and Consent Time, but on or before 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 October 31, 2012 (the "Offer to Purchase").  The Company may amend, extend or terminate the Tender Offer and Consent Solicitation for any reason as provided in the Offer to Purchase.

The Consent Solicitation

Under the Consent Solicitation, the Company is soliciting Consents to the adoption of certain amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture").  The Proposed Amendments, if passed, will eliminate substantially all of the Company's restrictive covenants, as well as various events of default and related provisions contained in the Indenture.

The completion of the Tender Offer and Consent Solicitation is conditioned on the satisfaction or waiver of the following conditions, among other things:

  • the receipt by the Company of an amount of net proceeds, in cash, not less than the amount of cash required to settle the payment of the Tender Offer Consideration or Total Consideration, as applicable, plus accrued interest for the Notes validly tendered pursuant to the Tender Offer and Consent Solicitation, and all related expenses in connection therewith from one or more new debt offerings on terms satisfactory to the Company in its sole discretion at or before the applicable settlement date; and
  • the valid delivery to the information agent appointed by the Company (described below) of the Consents of holders of at least a majority in aggregate principal amount of the outstanding Notes at or prior to the Expiration Time.

Settlement

In the event the above conditions have been satisfied, the Company expects that payment for all Notes validly tendered prior to the Early Tender and Consent Time and accepted by the Company for purchase will be made on the business day the Company selects promptly after the Early Tender and Consent Time or after such other date on which the Company accepts such Notes for purchase. 

Payment for all Notes validly tendered after the Early Tender and Consent Time and prior to the Expiration Time and accepted by the Company for purchase 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 Settlement Date").  The Company expects the Final Settlement Date (subject to any extension of the Expiration Time) to be on or about December 5, 2012.

Houlihan Lokey, Inc. (telephone: (212) 497-7864 (collect)), J.P. Morgan Securities LLC (telephone: (866) 846-2874 (toll free) or (212) 834-4239 (collect)) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (telephone: (888) 292-0070 (toll free) or (646) 855-3401 (collect)) are the dealer managers and solicitation agents for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation (telephone: (866) 795-2200 (toll free) or (212) 430-3774 (collect)) has been appointed as the information agent for the Tender Offer and Consent Solicitation.  Copies of the Offer to Purchase are available to holders of Notes from the information agent.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities.  The Tender Offer and the Consent Solicitation are being made solely pursuant to the Offer to Purchase.  Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer and Consent Solicitation.

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 managers and solicitation agents, or any affiliates thereof, are so licensed, such Tender Offer shall be deemed to have been made by such dealer managers and solicitation agents, or such affiliates, on behalf of the Company.

Special Note Regarding Forward-Looking Statements:
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 words "anticipate," "believe," "expect," "estimate," "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.

SOURCE Grupo Posadas, S.A.B. de C.V.




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