MEXICO CITY, July 6, 2016 /PRNewswire/ -- CRÉDITO REAL, S.A.B. DE C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada (the "Company") announced today that it has commenced an offer to purchase (the "Tender Offer") any and all of its outstanding 7.500% Senior Notes due 2019 (CUSIP/ISIN No. 22547AAC5 / P32506AC4 and US22547AAC53 / USP32506AC43) (the "Notes") and a solicitation of consents (the "Consents") to amend the indenture relating to the Notes (the "Consent Solicitation"), 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 August 2, 2016, (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 July 19, 2016 (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and date, as the same may be extended, the "Early Tender Deadline"), unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Total Consideration (as described below).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the Early Tender Deadline, but at or prior to the Expiration Time, unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Tender Offer Consideration (as described below). Notes tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on July 19, 2016 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not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 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 Notes tendered, an amount in cash in U.S. dollars equal to:
- in the case of Notes tendered and related Consents delivered at or prior to the Early Tender Deadline, an amount equal to US$1,057.50 (the "Total Consideration"), consisting of (i) an amount equal to US$1,027.50 (the "Tender Offer Consideration"), plus (ii) an amount equal to US$30.00 (the "Early Tender Payment") and
- in the case of Notes tendered and related Consents delivered after the Early Tender Deadline, but at or prior to the Expiration Time, the Tender Offer Consideration.
The terms and conditions of the Tender Offer and Consent Solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement dated the date hereof (as it may be amended or supplemented from time to time, the "Statement"), and in the related Letter of Transmittal and consent (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 and Consent Solicitation.
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 to fund the total consideration plus accrued and unpaid interest in respect of all Notes (regardless of the actual amount of Notes tendered) and estimated fees and expenses relating to the Tender Offer and Consent Solicitation from a concurrent offering of senior notes exempt from registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), on terms satisfactory to the Company (the "Bond Offering").
The Consent Solicitation
Under the Consent Solicitation, the Company is soliciting Consents to certain proposed amendments to the indenture under which the Notes were issued. The proposed amendments would eliminate the Company's obligation to comply with substantially all of the covenants contained in such indenture, remove certain events of default and shorten the minimum notice period to holders required for a redemption from thirty days to six business days prior to the redemption date, with an additional minimum notice of three business days to the Trustee (the "Proposed Amendments").
Holders who desire to tender their Notes must deliver Consents to the Proposed Amendments and holders may not deliver Consents without tendering the related Notes.
Adoption of the Proposed Amendments is conditioned, among other things, on the valid delivery to the tender agent appointed by the Company (named below) of the Consents of holders representing at least a majority in principal amount of the outstanding Notes on or prior to the Expiration Time held by persons other than the Company and its affiliates.
Subject to the terms and conditions of the Tender Offer and Consent Solicitation being satisfied or waived and to the Company's right to amend, extend, terminate or withdraw the Tender Offer and Consent Solicitation, the Company expects that payment for all Notes validly tendered prior to the Early Tender Deadline and accepted by the Company will be made on the business day the Company selects promptly following the Early Tender Deadline, or the business day on which the Company waives the conditions to consummation of the Tender Offer and Consent Solicitation (the "Early Payment Date") and that payment for all Notes validly tendered after the Early Tender Deadline and at or 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 Payment Date").
The Company expects the Early Payment Date (subject to any extension of the Early Tender Deadline) to be July 20, 2016.
Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are the dealer managers and solicitation agents for the Tender Offer and Consent Solicitation. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offer and Consent Solicitation.
Persons with questions regarding the Tender Offer or Consent Solicitation should contact Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll-free), Deutsche Bank Securities Inc. at (212) 528-7581 (collect) or (855) 287-1922 (toll-free) and Morgan Stanley & Co. LLC at (212) 250-7527 (collect) or (800) 624-1808 (toll-free).
The Offer Documents will be distributed to holders of Notes promptly. Holders who would like additional copies of the Offer Documents may contact the information agent, D.F. King & Co., Inc., by calling toll-free at (877) 283-0323 (banks and brokers may call collect at (212) 269-5550) or by email at firstname.lastname@example.org.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offer and Consent Solicitation are being made solely pursuant to the Offer Documents.
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 managers, or any affiliates thereof, are so licensed, the Tender Offer and Consent Solicitation will be deemed to have been made by such dealer managers, or such affiliates, on behalf of the Company.
The notes offered pursuant to the Bond Offering have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
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 intend to identify forward-looking statements. The Company is under no obligation (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.
About the Company
Crédito Real is a leading financial institution in Mexico with a focus on consumer lending with a diversified business platform including: personal payroll loans, loans to finance the purchase of durable goods, small and medium-sized business loans, group loans, and auto loans. The Company offers products to the low- and middle-income segments of the population, which historically have been underserved by other financial institutions. The shares of Crédito Real are listed in the Mexican Stock Exchange with the ticker "CREAL*" (Bloomberg: "CREAL*:MM").
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SOURCE Credito Real, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada