Grupo Posadas, S.A.B. de C.V. Announces That a Majority of Consents Have Been Received From Holders of Its Outstanding 8-3/4% Senior Notes Due 2011

    MEXICO CITY, March 31 /PRNewswire/ -- As previously announced on March
 17, 2008, 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"), launched an offer to
 purchase for cash (the "Tender Offer") any and all of its outstanding
 8-3/4% Senior Notes due 2011 (CUSIP Nos. 400489AD2, 400489AB6, P4983GAH3
 and P4983GAJ9) (the "Notes") and a solicitation of consents (the "Consent
 Solicitation") from the holders of the Notes, upon the terms and subject to
 the conditions set forth in the Offer to Purchase and Consent Solicitation
 Statement dated March 17, 2008 (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"). Pursuant to the Tender
 Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on
 March 28, 2008 (the "Consent Date"), a majority in aggregate principal
 amount of the Company's outstanding Notes had been tendered and not
 withdrawn. In addition, as of the Consent Date, the Company had obtained
 consents to the Proposals (as defined in the Offer to Purchase) from
 holders of Notes representing a majority in principal amount of the
 outstanding Notes.
 
     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 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 validly tendered and not validly withdrawn pursuant to the Tender Offer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 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 Company is currently in the process of
 registering the New Notes before the National Securities Registry of the
 Mexican Securities and Banking Commission, and expects this registration to
 occur before the Expiration Date. The Company intends to use the proceeds
 from the offering of the New Notes and other sources of funding to
 consummate the Tender 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, certain subsidiaries of the Company who have
 guaranteed the Notes and The Bank of New York, as trustee, New York paying
 agent, registrar and New York transfer agent, under the indenture dated as
 of October 4, 2004 (the "Indenture") under which the Notes were issued, of
 a supplemental indenture implementing the proposed amendments to the
 Indenture pursuant to the terms of the Indenture, (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
 receipt by the Company of proceeds from the issuance of the New Notes 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, (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 Tender Offer and
 Consent Solicitation 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 Tender Offer and
 Consent Solicitation 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 are also 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
 Tender Offer and Consent Solicitation 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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