Exploraciones y Perforadora Central Announces Tender Offers for TONALA Series U.S. Government Guaranteed Export Ship Financing Obligations

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Exploraciones y Perforadora Central, S.A. de C.V.

Dec 09, 2010, 04:09 ET

MEXICO CITY, Dec. 9, 2010 /PRNewswire/ -- Exploraciones y Perforadora Central, S.A. de C.V., a corporation organized under the laws of Mexico (the "Company"), has commenced cash tender offers to purchase any and all of its outstanding TONALA series U.S. Government guaranteed export ship financing obligations as described below. The TONALA series obligations were originally issued by the Company's affiliate, Perforadora Central, S.A. de C.V. ("Perforadora Central"), in 2002 and 2004 and were assumed by the Company in 2007.

The terms and conditions of the tender offers are described in the Company's offer to purchase dated December 9, 2010 (the "Offer to Purchase") and related letter of transmittal (the "Letter of Transmittal").

The Tender Offers

Upon the terms and subject to the conditions described in the Offer to Purchase, the Letter of Transmittal and any amendments or supplements to the foregoing, the Company is offering to purchase for cash any and all of its (1) United States Government Guaranteed Export Ship Financing Obligations, TONALA Series A, consisting of 5.24% Fixed Rate Ship Financing Obligations due 2018 (the "Series A Securities"), and (2) United States Government Guaranteed Export Ship Financing Obligations, TONALA Series B, consisting of 4.92% Fixed Rate Ship Financing Obligations due 2018 (the "Series B Securities" and, together with the Series A Securities, the "Securities"). The Company refers to both offers, collectively, as the "Tender Offers."

The Tender Offers will expire at 5:00 p.m., New York City time, on December 17, 2010, unless extended or earlier terminated (such date and time, as it may be extended with respect to a series, the "Expiration Date"). To be eligible to receive the Total Consideration (as defined below), holders of the Securities must validly tender and not validly withdraw their Securities prior to the applicable Expiration Date. Tendered Securities may be withdrawn at any time at or prior to the Expiration Date. The Company may amend, extend or terminate (subject to applicable law) either of the Tender Offers at any time in its sole discretion.

The following table sets forth some of the terms of the Tender Offers:


Series and CUSIP Number	Principal Amount Outstanding	Scaling Factor(1)	Fixed Spread (Basis Points)	U.S. Treasury Reference Security	Hypothetical Total *Consideration (2)**
Series A Securities (CUSIP 71375Q AB 6)	$43,966,000(3)	0.533503	0 bps	2.375% due 02/28/15	$1,155.97
Series B Securities (CUSIP 71375Q AC 4)	$24,201,000	n/a	0 bps	2.375% due 02/28/15	$1,143.02
* Per $1,000 principal amount of Securities accepted for purchase. (1) The Scaling Factor reflects the fact that the Series A Securities are subject to principal amortization. (2) Hypothetical Total Consideration is based on the reference yield of the Reference Security (as set forth above) as of 2:00 p.m., New York City time on December 7, 2010 and a settlement date of December 20, 2010. (3) As of December 9, 2010, $24,921,000 aggregate principal amount remained to be paid on the Series A Securities.

The consideration for each $1,000 principal amount of Securities validly tendered and accepted for purchase pursuant to the Tender Offers will be calculated in accordance with standard market practice in the manner described in the Offer to Purchase and will be based on the present value of all remaining payments of principal and interest on the applicable Securities discounted to the applicable settlement date at a rate equal to the sum of (i) the yield to maturity of the applicable U.S. Treasury reference security listed in the table above, calculated based on its bid-side price at 2:00 p.m., New York City time, on December 16, 2010, and (ii) the applicable fixed spread listed in the table above (the total consideration with respect to each series of Securities, the "Total Consideration").

Payments for Securities purchased will also include accrued and unpaid interest up to, but not including, the applicable settlement date. The Company expects to make payment for any Securities that are validly tendered and accepted for purchase promptly following the applicable Expiration Date.

The Company's obligation to accept for payment and to pay for the Securities in each of the Tender Offers is subject to the satisfaction or waiver of a number of conditions.

Citi is the dealer manager for the Tender Offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent. Persons with questions regarding the Tender Offers should contact Citi at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (banks and brokers) (212) 430-3774 or (toll-free) (866) 873-5600.

About Exploraciones y Perforadora Central

Exploraciones y Perforadora Central is a drilling contractor and owner of drilling rigs, vessels and related equipment which primarily operate in Mexican territorial waters. The Company acquired the jack up rig TONALA, among other rigs, and assumed the Securities in December of 2007 from Perforadora Central, S.A. de C.V.

SOURCE Exploraciones y Perforadora Central, S.A. de C.V.