Grupo Posadas Announces Early Settlement of its Tender Offer and Consent Solicitation for Any and All of its Outstanding 9.250% Senior Notes due 2015
MEXICO CITY, Nov. 30, 2012 /PRNewswire/ -- Grupo Posadas, S.A.B. de C.V. (the "Company") announces that early settlement of its previously announced offer to purchase for cash (the "Tender Offer") any and all of its U.S. $200 million in aggregate principal amount of outstanding 9.250% Senior Notes due 2015 (the "Existing Notes") and solicitation of consents (the "Consents") to amend the indenture relating to the Notes (the "Consent Solicitation" and, together with the Tender Offer, the "Offer"), occurred on November 30, 2012 (the "Early Settlement Date") for all Existing Notes that were tendered by 5:00 P.M., New York City time on November 23, 2012 (the "Early Tender and Consent Time"). The Company and the guarantors of the Existing Notes also executed a supplemental indenture on the Early Settlement Date to implement the amendments to the indenture governing the Existing Notes (the "Indenture") for which the Consents were sought.
Results of the Offer as of Early Tender and Consent Time
As previously announced, as of the Early Tender and Consent Time, U.S. $116.629 million aggregate principal amount of the Existing Notes had been validly tendered (and not validly withdrawn) in the Tender Offer, and Consents in respect of those Existing Notes had been delivered in the Consent Solicitation. Holders of Existing Notes who validly tendered Existing Notes and delivered Consents in the Offer, and whose tender and delivery of Consents were accepted by the Company, have received, in addition to accrued and unpaid interest, for each U.S.$1,000 principal amount of Notes tendered, an amount in cash in U.S. dollars equal to U.S.$1,060.00 (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.$45.00, (the "Early Tender Fee").
The Offer expired at 5:00 P.M., New York City time, on November 30, 2012 (the "Expiration Time"). Holders who validly tendered Notes and delivered the related Consents after the Early Tender and Consent Time, but at or prior to the Expiration Time, and whose tender and delivery are accepted by the Company, will receive the Tender Offer Consideration, but not the Early Tender Fee. U.S. $100,000 aggregate principal amount of the Existing Notes, representing approximately .05% of the outstanding aggregate principal amount of Existing Notes, were tendered after the Early Tender and Consent Time but at or prior to the Expiration Time.
The terms and conditions of the Offer are set forth in an offer to purchase and consent solicitation statement, dated October 31, 2012 (the "Offer to Purchase").
The completion of the Tender Offer and Consent Solicitation were conditioned on, among other things: (i) 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 Existing 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 (the "Financing Condition"); (ii) the delivery to the information agent appointed by the Company (described below) of the Consents of holders of at least a majority in principal amount of the Existing Notes at or prior to the Expiration Time (the "Requisite Consents"); and (iii) the execution and delivery of the supplemental indenture to the Indenture(described above) by the Company, the guarantors of the Existing Notes and the trustee under the Indenture.
The Requisite Consents have been obtained, the supplemental indenture has been executed and the Financing Condition has been satisfied as of the Early Settlement Date.
The Company expects payment for the Existing Notes validly tendered after the Early Tender and Consent Time and at or prior to the Expiration Time and accepted by the Company for purchase to be made on or about December 3, 2012.
Houlihan Lokey Capital, 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.