Financiera Independencia Announces Final Results and Expiration of its Exchange Offer for Any and All of its 8.000% Senior Notes due 2024

MEXICO CITY, Feb. 20, 2023 /PRNewswire/ -- Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada ("FINDEP" or the "Company"), is announcing today the final results and expiration of its previously announced offer to exchange (the "Exchange Offer") any and all of its outstanding 8.000% Senior Notes due 2024 (the "Existing Notes") for its newly issued 10.000% Step-Up Senior Notes due 2028 (the "Step-Up Notes").

Pursuant to the terms and conditions of the Exchange Offer, as set forth in the Exchange Offer Memorandum and Consent Solicitation Statement, dated January 24, 2023 (the "Exchange Offer Memorandum"), the expiration date occurred at 5:00 p.m., New York City time, on February 17, 2023 (the "Expiration Date").

As reported by D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offer, as of 5:00 p.m., New York City time, on the Expiration Date, the following principal amount of Existing Notes have been validly tendered and not validly withdrawn pursuant to the Exchange Offer:

Eligible Holders who validly tendered (and did not validly withdraw prior to the withdrawal deadline) Existing Notes in the Exchange Offer on or prior to 5:00 p.m., New York City time, on the Expiration Date will receive the Total Exchange Consideration. "Total Exchange Consideration" means, for each U.S.$1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) and accepted by us: (1) U.S.$800 principal amount of Step-Up Notes and (2) a cash payment of U.S.$210. In addition, accrued and unpaid interest on the Existing Notes accepted for purchase from the last interest payment date of the Existing Notes to (but excluding) the Settlement Date will be paid in cash.  The "Settlement Date" is currently anticipated to be March 1, 2023.

The issuance of the Step-Up Notes was approved by the shareholders of the Company on February 13, 2023. Subject to satisfaction or waiver of the conditions set forth in the Exchange Offer Memorandum, the Company intends to accept for purchase all Existing Notes validly tendered (and not validly withdrawn) in the Exchange Offer.

Neither of the Exchange Offer nor the Step-Up Notes has been approved or recommended by any regulatory authority. Furthermore, no regulatory authority has been requested to confirm the accuracy or adequacy of the Exchange Offer Memorandum. Any representation to the contrary is a criminal offense. The Step-Up Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Accordingly, the Step-Up Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

The Exchange Offer is being made, and the Step-Up Notes are being offered and will be issued, only outside the United States to holders of the Existing Notes who are persons other than "U.S. persons" as defined in Regulation S ("Regulation S") under the Securities Act, who are not acquiring Step-Up Notes for the account or benefit of a U.S. person and who are "non-U.S. qualified offerees" (as defined under "Transfer Restrictions" in the Exchange Offer Memorandum), in offshore transactions in compliance with Regulation S under the Securities Act. The holders of Existing Notes who have certified to the Company that they are eligible to participate in the Exchange Offer pursuant to the foregoing conditions are referred to as "Eligible Holders."

D.F. King & Co., Inc. acted as the Information and Exchange Agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offer or for additional copies of the Exchange Offer Memorandum may be directed to D.F. King & Co., Inc. at (888) 478-5040 (U.S. toll free), +1(212) 269-5550 (collect), [email protected] (email) or www.dfking.com/findep (website).

FINDEP retained BCP Securities, Inc. to act as Dealer Manager in connection with the Exchange Offer.

The Step-Up Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons except pursuant to an exemption from such registration. The Step-Up Notes are being offered for exchange only outside the United States, to holders of Existing Notes outside of the United States who are persons other than "U.S. persons" as defined in Regulation S under the Securities Act, who are not acquiring Step-Up Notes for the account or benefit of a U.S. person and who are "non-U.S. qualified offerees" (as defined in the Exchange Offer Memorandum), in offshore transactions in compliance with Regulation S under the Securities Act. For a description of eligible offerees and certain restrictions on transfer of the Step-Up Notes, see "Transfer Restrictions" in the Exchange Offer Memorandum. The Step-Up Notes are being offered pursuant to an exemption from the requirement to publish a prospectus under Regulation (EU) 2017/1129 (as amended and supplemented from time to time, or the "Prospectus Regulation"), of the European Union, and the Exchange Offer Memorandum has not been approved by a competent authority within the meaning of the Prospectus Regulation. The Step-Up Notes are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("UK").

THE EXCHANGE OFFER IS NOT BEING MADE IN MEXICO. THE STEP-UP NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES), OR THE RNV MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES), OR THE CNBV, AND, THEREFORE, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE INFORMATION CONTAINED IN THE EXCHANGE OFFER MEMORANDUM IS EXCLUSIVELY THE RESPONSIBILITY OF THE COMPANY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV.  AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES), OR THE LMV, AND REGULATIONS THEREUNDER, WE WILL NOTIFY THE CNBV OF THE TERMS AND CONDITIONS OF THE OFFERING OF THE STEP-UP NOTES MADE OUTSIDE OF THE UNITED MEXICAN STATES ("MEXICO"), ON THE BUSINESS DAY FOLLOWING THE SETTLEMENT DATE.  SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH THE LMV AND REGULATIONS THEREUNDER, AND FOR STATISTICAL AND INFORMATIONAL PURPOSES ONLY, WHICH DOES NOT AND WILL NOT IMPLY NOR CONSTITUTE ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE STEP-UP NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION INCLUDED IN THE EXCHANGE OFFER MEMORANDUM.  IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN INVESTORS WHO MAY ACQUIRE STEP-UP NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE COMPANY.  THE ACQUISITION OF THE STEP-UP NOTES BY AN INVESTOR WHO IS A RESIDENT OF MEXICO WILL BE MADE UNDER SUCH INVESTOR'S OWN RESPONSIBILITY.

This announcement is for informational purposes only. This announcement shall not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer is being made solely pursuant to the Exchange Offer Memorandum. No recommendation is made as to whether the holders of Existing Notes should tender their Existing Notes for exchange in the Exchange Offer. Any person considering making an investment decision relating to the Step-Up Notes must inform itself independently based solely on the Exchange Offer Memorandum to be made available to Eligible Holders in connection with the Exchange Offer before taking any such investment decision.

The Step-Up Notes are not intended to be offered, or otherwise made available to and should not be offered or otherwise made available to any retail investor in the EEA.  For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.  Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering the Step-Up Notes or otherwise making them available to retail investors in the EEA, has been prepared and therefore offering the Step-Up Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. In any Member State of the EEA (each, a "Relevant Member State"); this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

The Step-Up Notes are not intended to be offered otherwise made available to, and should not be offered or otherwise made available to, any retail investor in the UK.  For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive (EU), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.  Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering the Step-Up Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering the Step-Up Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

In the UK, this communication is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any Step-Up Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").  This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the "forward-looking statements." The Company undertakes no obligation to release publicly revisions to any "forward-looking statement," including, without limitation, outlook, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement. Continued reliance on "forward-looking statements" is at investors' own risk.

SOURCE Financiera Independencia, S.A.B. de C.V.