Grupo Posadas, S.A.B. de C.V. Announces an Offer to Purchase For Cash Any and All of its Outstanding 8 3/4% Senior Notes Due 2011
MEXICO CITY, March 17 /PRNewswire/ -- Grupo Posadas, S.A.B. de C.V. (BMV: POSADAS), a variable capital corporation (sociedad anonima bursatil de capital variable) organized under the laws of the United Mexican States (the "Company"), today announced the commencement of its offer to purchase for cash any and all of its outstanding 8 3/4% Senior Notes due 2011 (CUSIP Nos. 400489AD2, 400489AB6, P4983GAH3 and P4983GAJ9)) (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and in the related Consent and Letter of Transmittal (the "Letter of Transmittal" and together with the Offer to Purchase, the "Offer Documents"). The offer to purchase Notes is referred to as the "Tender Offer." The aggregate principal amount outstanding of the Notes as of March 17, 2008 is US$225 million. The Tender Offer will expire at 12:00 midnight, New York City time, on Friday, April 11, 2008, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Expiration Date"). Registered holders of the Notes ("Holders") who validly tender, and do not validly withdraw, their Notes prior to 5:00 p.m., New York City time, on Friday, March 28, 2008 (such time and date, as the same may be extended or earlier terminated, the "Consent Date") will be eligible to receive the Total Consideration (defined below), subject to the terms and conditions of the Tender Offer. Holders who validly tender, and do not validly withdraw, their Notes after 5:00 p.m., New York City time, on the Consent Date and prior to 12:00 midnight, New York City time, on the Expiration Date will receive only the Offer Price (defined below), and will not be eligible to receive the Total Consideration. The total consideration (the "Total Consideration") offered for Notes validly tendered and not validly withdrawn pursuant to the Offer shall be US$1,050 per US$1,000 principal amount of such Notes. The Total Consideration includes a consent payment of US$15.00 per US$1,000 principal amount of such Notes (the "Consent Payment"). The Total Consideration minus the Consent Payment is referred to as the "Offer Price." In addition to the Total Consideration or Offer Price, as applicable, Holders whose Notes are purchased in the Offer will also receive accrued and unpaid interest from the last interest payment date preceding the Offer to, but not including, the Settlement Date. The "Settlement Date" is expected to be no later than three business days after the Expiration Date or promptly thereafter. Concurrently with the Tender Offer, the Company is soliciting consents (the "Consents") from Holders to proposed amendments to the indenture dated as of October 4, 2004 (the "Indenture") between the Company, as issuer, certain subsidiaries of the Company who have guaranteed the Notes (the "Guarantors") and The Bank of New York, as trustee (the "Trustee"), New York paying agent, registrar and New York transfer agent, under which the Notes were issued which, among other things, will eliminate certain covenants and the related events of default contained therein (the "Proposals"). The Proposals would be effected through the execution of a supplemental indenture (the "Supplemental Indenture") which will be executed by the Company on or promptly following the date on which the Consents from Holders of at least a majority in principal amount of the Notes then outstanding have been obtained. The solicitation of Consents in respect of the Notes is referred to as the "Consent Solicitation." The Tender Offer and Consent Solicitation are referred to collectively as the "Offer." Holders who tender their Notes in the Tender Offer will be deemed to have consented to the Proposals. In connection with the Tender Offer, the Company intends to issue senior unsecured floating rate and fixed rate notes due 2013 and 2018 in the form of Certificados Bursatiles under applicable Mexican law, to be registered and listed exclusively in Mexico through the Mexican Stock Exchange (the "New Notes"). The offering of the New Notes is subject to approval by and registration of the New Notes with the Registro Nacional de Valores, maintained by the Mexican Comision Nacional Bancaria y de Valores. The Company intends to use the proceeds from the offering of the New Notes (the "New Notes Offering") and other sources of funding to consummate the Tender Offer. If the New Notes Offering is not consummated, or if the New Notes Offering does not result in the receipt by the Company of proceeds on terms and conditions satisfactory to the Company and in an amount that, together with other sources of funding, would be sufficient to consummate the Tender Offer (the "Financing Condition"), the Company does not intend to accept for payment, purchase or pay for any tendered Notes, and the Company may extend or terminate the Offer. The obligation of the Company to accept for payment and to pay for any Notes validly tendered pursuant to the Tender Offer is conditioned upon (1) the execution by the Company, the Guarantors and the Trustee of the Supplemental Indenture implementing the proposed amendments to the Indenture pursuant to the terms of the Indenture following receipt of the Requisite Consents, (2) there having been validly tendered and not validly withdrawn prior to 12:00 midnight, New York City time, on the Expiration Date, not less than a majority in aggregate principal amount of the Notes outstanding under the Indenture, excluding Notes owned by the Company or any of its affiliates, (3) the Financing Condition, (4) the amendment and restatement of the US$80,000,000 amended and restated credit agreement dated November 10, 2006 among the Company, certain of the Company's subsidiaries named therein, as guarantors, ING Capital LLC, as administrative agent, and the lenders listed on schedule 1.1(a) thereto (and any subsequent lenders, to the extent they are lenders as of such time), so as to waive, delete or eliminate, among other provisions, any section thereof requiring pari passu payment of indebtedness under such agreement along with the Notes, becoming effective prior to 12:00 midnight, New York City time, on the Expiration Date, and (5) satisfaction of the other conditions to the Offer set forth in the Offer to Purchase. The Company has engaged Credit Suisse Securities (USA) LLC to act as the Dealer Manager and Solicitation Agent in connection with the Tender Offer and Consent Solicitation, and D.F. King & Co., Inc. to act as the tender agent and information agent for the Tender Offer and Consent Solicitation. Any questions or requests for assistance regarding the Offer may be made to the Dealer Manager and Solicitation Agent, Credit Suisse, Attention: Liability Management Group at (800) 820-1653 or (212) 538-0652. Questions or requests for assistance or additional copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent, D.F. King & Co., Inc. toll free at (800) 290-6429 (bankers and brokers call collect at (212) 269-5550). Copies of the Offer Documents will also be available at the offices of the Luxembourg Listing Agent, Paying Agent and Transfer Agent for the Notes, The Bank of New York (Luxembourg) S.A., Aerogolf Center, 1A, Hoehenhof, L-1736 Senningerberg, Luxembourg. The Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. The Tender Offer is not being made to any holders of Notes in the United Kingdom. The Tender Offer is being made only to specified eligible holders of Notes, as set forth in the Offer to Purchase. Restrictions on the Tender Offer may also apply in other jurisdictions. The Offer is not being made to, and tenders of Notes and Consents by Holders will not be accepted from, any person in any jurisdiction that requires that the Tender Offer or the Solicitation or the distribution of the Offer Documents be made by a licensed broker or dealer. About the Company Grupo Posadas, specializing for over 37 years in providing high-quality hotel services aimed at covering the specific needs of its hotel customers, currently operates 102 hotels and approximately 18,800 rooms in some of the most important and most highly visited urban and coastal destinations in Mexico, the United States and South America. Grupo Posadas operates under its Aqua, Fiesta Americana Grand, Fiesta Americana, Fiesta Americana Vacation Club, Fiesta Inn, One Hotel, Caesar Park, Caesar Business and The Explorean brands. Grupo Posadas' shares have been quoted and traded on the Mexican Stock Exchange since 1992 under the ticker symbols "POSADASA" and "POSADASL." In addition, Grupo Posadas' Series A and Series L shares are quoted and traded in the U.S. PORTAL market under the ticker symbols "GRPALP" and "GRPYP," respectively. For additional information, visit its website at www.posadas.com. Forward-Looking Statements This press release contains statements about future events that are subject to different risks and uncertainties; it is important to note that past results do not assure or guarantee the behavior of future results. There are a significant number of factors that may cause real results to materially differ from plans, objectives, expectations, estimations and intentions expressed, such as declarations about future events. Grupo Posadas, S.A.B. de C.V. does not assume any obligation to update any of the declarations as a result of new information, future actions or other related events.
SOURCE Grupo Posadas, S.A.B. de C.V.
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