Servicios Corporativos Javer, S.A.P.I de C.V. Announces a Tender Offer for up to U.S. $136,000,000 of its Outstanding 9.875% Senior Notes Due April 6, 2021

Nov 30, 2015, 08:00 ET from Servicios Corporativos Javer, S.A.P.I. de C.V.

MEXICO CITY, Nov. 30, 2015 /PRNewswire/ -- SERVICIOS CORPORATIVOS JAVER, S.A.P.I. DE C.V. (the "Company") announced today that it has commenced an offer to purchase (the "Tender Offer") up to U.S. $136,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 9.875% Senior Notes due April 6, 2021 (CUSIP/ISIN Nos. 81763T AC7 / US81763TAC71 and P8585L AC6 / USP8585LAC65) (the "Notes"), upon the terms and subject to the conditions set forth in the Offer Documents (as defined below).

The Tender Offer

The Tender Offer will expire at midnight, New York City Time, on December 28, 2015 (such time and date, as the same may be extended, the "Expiration Time"). Holders who validly tender Notes at or prior to 5:00 P.M., New York City Time, on December 11, 2015 (such time and date, as the same may be extended, the "Early Tender Deadline"), unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Total Consideration (as described below). Holders who validly tender Notes after the Early Tender Deadline, but at or prior to the Expiration Time, unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Tender Offer Consideration (as described below). Notes tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on December 11, 2015 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not thereafter.

Holders of Notes who validly tender Notes in the Tender Offer, and whose tenders are accepted by the Company, will receive, 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:

  • in the case of Notes tendered at or prior to the Early Tender Deadline that are accepted for purchase, an amount equal to US$1,070 (the "Total Consideration"), consisting of (i) an amount equal to US$1,040 (the "Tender Offer Consideration"), plus (ii) an amount equal to US$30 (the "Early Tender Payment") and
  • in the case of Notes tendered after the Early Tender Deadline, but at or prior to the Expiration Time, the Tender Offer Consideration.

If the purchase of all validly tendered Notes would cause the Company to purchase a principal amount greater than the Tender Cap, then the Tender Offer will be oversubscribed and, if the Company accepts Notes in the Tender Offer, it will accept for purchase tendered Notes on a prorated basis. The Early Tender Payment will not be payable with respect to any Notes returned due to proration.

So long as the terms and conditions described in the Offer to Purchase (including the Company's receipt of sufficient aggregate net proceeds from the equity offering described below) are satisfied, the Company intends to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, and will only prorate such Notes if the aggregate amount of Notes validly tendered and not withdrawn exceeds the Tender Cap. If the Tender Offer is not fully subscribed as of the Early Tender Deadline, holders who validly tender Notes after the Early Tender Deadline and at or before the Expiration Time may be subject to proration, whereas holders who validly tendered Notes at or prior to the Early Tender Deadline would not be subject to proration. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes after the Early Tender Deadline may not have any of their Notes accepted for payment, unless the Company decides to (i) extend the Tender Offer or (ii) increase the Tender Cap, subject to applicable law, in its sole discretion. In any scenario, Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn will have priority in payment over Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. The Company will announce the results of proration, if any, by press release promptly after the Early Acceptance Date or the Final Acceptance Date (each as defined below), as the case may be.

The terms and conditions of the Tender Offer are set forth in an Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the "Statement"), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and collectively with the Statement, the "Offer Documents"). The Company may amend, extend, terminate or withdraw the Tender Offer.

Settlement

Subject to the terms and conditions of the Tender Offer being satisfied or waived, the Company reserves the right, at any time following the Early Tender Deadline but prior to the Expiration Time (the "Early Acceptance Date"), to accept for purchase the Notes validly tendered before the Early Tender Deadline and not validly withdrawn before the Withdrawal Deadline, subject to any required proration.  If the Company elects to exercise this option, it will pay the Total Consideration for the Notes accepted for purchase at the Early Acceptance Date on a date (the "Early Payment Date") promptly following the Early Acceptance Date. Such Early Payment Date is expected to be December 18, 2015, the business day following the expected closing date for the equity offering described below, but is subject to change without notice.  Also, on the Early Payment Date, if any, the Company will pay accrued and unpaid interest to, but not including, the Early Payment Date, on Notes accepted for purchase at the Early Acceptance Date.  The Company reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Tender Cap; however, there can be no assurance that the Company will do so.

Subject to the terms and conditions of the Tender Offer being satisfied or waived, and to the Company's right to extend, amend, terminate or withdraw the Tender Offer, it will, after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered before the Expiration Time and not validly withdrawn before the Withdrawal Deadline (or if the Company has exercised its early purchase option described above, all Notes validly tendered after the Early Tender Deadline and before the Expiration Time).  The Company will pay the Total Consideration or Tender Offer Consideration, as the case may be, for Notes accepted for purchase at the Final Acceptance Date on a date (the "Final Payment Date") promptly following the Final Acceptance Date.  Also, on the Final Payment Date, the Company will pay accrued and unpaid interest to, but not including, the Final Payment Date, on Notes accepted for purchase at the Final Acceptance Date.

The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, the Company's receipt of aggregate net proceeds sufficient to fund the aggregate Tender Offer Consideration plus accrued and unpaid interest in respect of all Notes tendered and accepted for purchase in the Tender Offer (subject to any required proration), the Early Tender Payment in respect of any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline that are accepted for purchase, and estimated fees and expenses relating to the Tender Offer from an offering of the Company's shares to be sold in an initial public offering in Mexico and an offering outside of Mexico exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, on terms satisfactory to the Company. In no event will the information contained in this release or the Offer Documents regarding such equity offering constitute an offer to sell or a solicitation of an offer to buy any securities offered thereunder.

Credit Suisse Securities (USA) LLC is the dealer manager for the Tender Offer. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offer.

Persons with questions regarding the Tender Offer should contact Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free).

The Offer Documents will be distributed to holders of Notes promptly.  Holders who would like additional copies of the Offer Documents may call the information agent, D.F. King & Co., Inc., toll-free at (866) 340-7108. (Banks and brokers may call collect at (212) 269-5550.)

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of tenders with respect to any Notes or other securities. The Tender Offer is being made solely pursuant to the Offer Documents.

The Tender Offer 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 is required to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, the Tender Offer will be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.

Forward-Looking Statements

This release may contain forward-looking statements. These statements relate to our future prospects, developments and business strategies and are identified by our use of terms and phrases such as "anticipate," "believe," "could," "would," "will," "estimate," "expect," "intend," "may," "plan," "predict," "project," "goals," "target," "strategy" and similar terms and phrases, and may include references to assumptions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, including our financial condition and liquidity and the development of the Mexican mortgage finance industry, may differ materially from (and be more negative than) those made in, or suggested by, any forward-looking statements contained in this release.  In addition, even if our results of operations, including our financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this release, those results or developments may not be indicative of results or developments in subsequent periods.  These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments. More detailed information about these and other factors is set forth in the Offer to Purchase.

www.javer.com.mx

Source: Servicios Corporativos Javer, S.A.P.I. de C.V.

Boulevard Antonio L. Rodriguez 2850
Colonia Santa María
C.P. 64650, Monterrey, Nuevo León
México

SOURCE Servicios Corporativos Javer, S.A.P.I. de C.V.