Grupo Posadas Announces Receipt of Requisite Consents in its Tender Offer and Consent Solicitation for Any and All of its Outstanding 9.250% Senior Notes due 2015
MEXICO CITY, Nov. 26, 2012 /PRNewswire/ -- Grupo Posadas, S.A.B. de C.V. (the "Company") announced today that as of 5:00 P.M., New York City time on November 23, 2012, the Early Tender and Consent Time for 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 "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"), it has received valid tenders and consents from holders of U.S. $116.629 million aggregate principal amount of the Notes, representing approximately 58.3% of the U.S. $200 million aggregate principal amount of Notes which are outstanding. Accordingly, the requisite majority of consents to adopt the proposed amendments to the indenture governing the Notes (the "Indenture") have been received.
In accordance with the Offer, the Company, the guarantors of the Notes and the trustee under the Indenture will enter into a supplemental indenture to effect the proposed amendments, which proposed amendments will become effective on the date when the Company accepts the tendered Notes and pays the amounts due pursuant to the Offer with respect to the tendered Notes.
The Tender Offer
The expiration time of the Offer remains 5:00 P.M., New York City time, on November 30, 2012, unless extended or earlier terminated by the Company (such date and time, as the same may be extended, the "Expiration Time"). Holders who validly tendered Notes and delivered the related Consents by the Early Tender and Consent Time at 5:00 P.M., New York City time, on November 23, 2012, will receive the Total Consideration (as described below). Holders who validly tender Notes and deliver the related Consents 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 and deliver Consents in the Offer, and whose tender and delivery are 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.$1,060.00 (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, 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 (as extended) but on or before the Expiration Time, the Tender Offer Consideration.
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 Company may amend, extend or terminate the Offer for any reason as provided in the Offer to Purchase.
The Consent Solicitation
The proposed amendments adopted pursuant to the Consent Solicitation 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, 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.
In the event the above condition has been satisfied, the Company expects that payment for all Notes validly tendered on or 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 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.