Corporacion GEO Announces a Tender Offer and Consent Solicitation for Any and All of its Outstanding 8.875% Senior Guaranteed Notes Due 2014

MEXICO CITY, March 8, 2012 /PRNewswire/ -- CORPORACION GEO, S.A.B. de C.V. (the "Company") announced today that it has commenced an offer to purchase (the "Tender Offer") any and all outstanding 8.875% Senior Notes due 2014 (the "Existing Notes") and a solicitation of consents (the "Consents") to amend the indenture relating to the Existing Notes (the "Consent Solicitation"). 

The Tender Offer

The Tender Offer will expire at 11:59 P.M., New York City Time, on April 4, 2012, unless extended (such time and date, as the same may be extended, the "Expiration Time").  Holders who validly tender Existing Notes by 5:00 P.M., New York City Time, on March 19th, 2012, unless extended (such time and date, as the same may be extended, the "Early Tender and Consent Time"), will receive the Total Consideration (as described below). Holders who validly tender Existing Notes 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 Existing Notes who validly tender Existing Notes in the Tender Offer and Consent Solicitation, and whose tender and delivery of Consents are accepted by the Company, will receive, in addition to accrued and unpaid interest for each US$1,000 principal amount of Existing Notes tendered, an amount in cash in US dollars equal to:

• in the case of Existing Notes tendered and related Consents delivered before the Early Tender and Consent Time, an amount equal to US$1,085.00 (the "Total Consideration"), consisting of (i) an amount equal to US$1,055.00, (the "Tender Offer Consideration") plus (ii) an amount equal to US$30.00 (the "Early Tender Fee"), that we will pay only for Existing Notes tendered and Consents delivered at or before the Early Tender and Consent Time and not validly withdrawn; and
• in the case of Existing Notes tendered and related Consents delivered after the Early Tender and Consent Time, but on or before the Expiration Time, the Tender Offer Consideration.

The terms and conditions of the Tender Offer are set forth in an offer to purchase and consent solicitation statement, dated March 8, 2012 (the "Offer to Purchase").  The Company may amend, extend or terminate the Tender Offer and Consent Solicitation.

The Consent Solicitation

Under the Consent Solicitation, the Company is soliciting Consents consenting to the amendment of the indenture regarding the Existing Notes (the "Proposed Amendments").  The Proposed Amendments, if passed, will eliminate substantially all of the Company's restrictive covenants under the indenture regarding the Existing Notes.

The completion of the Tender Offer and Consent Solicitation is conditioned on:

• 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 Existing 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 Settlement Date; and
• the valid delivery to the information agent appointed by the Company (described below) of the Consents of holders of at least a majority in principal amount of the outstanding Existing Notes at or prior to the Expiration Time.

Settlement

The Company expects that payment for all Existing Notes validly tendered prior to the Early Tender and Consent Time and accepted by the Company will be made on the business day or days the Company selects after the Early Tender and Consent Time (the "Early Settlement Date"). 

Payment for all Existing Notes validly tendered after the Early Tender and Consent Time and prior to the Expiration Time and accepted by the Company 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 April 6, 2012.

Citigroup Global Markets Inc. (telephone: 1-800-558-3745) , J.P. Morgan Securities LLC (telephone: 1-866-846-2874) and Santander Investment Securities Inc. (telephone: 1-212-407-0995) Inc. are the lead dealer managers for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation (telephone: 1-866-470-4500) has been appointed as the information agent for the Tender Offer and Consent Solicitation. 

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any New Notes or Existing Notes.  The Tender Offer and the Consent Solicitation are being made solely pursuant to the Offer to Purchase.

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 manager, or any affiliates thereof, are so licensed, such Tender Offer shall 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 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.

www.casasgeo.com

SOURCE Corporacion GEO, S.A.B. de C.V.