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"Consent Date"), a majority in aggregate principal amount of the Company's outstanding Notes had been tendered and not withdrawn.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 The total consideration (the "Total Consideration") offered for Notes validly tendered and not validly withdrawn pursuant to the Tender Offer shall be US$1,050 per US$1,000 principal amount of such Notes.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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