Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada, Announces Early Tender Results And Receipt Of Requisite Consents Relating To Its 10.0% Senior Guaranteed Notes Due 2015

MEXICO CITY, May 29, 2014 /PRNewswire/ -- Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada (the "Company") today announced the early tender results of its previously announced offer to purchase for cash (the "Tender Offer") any and all of its outstanding 10.0% Senior Guaranteed Notes due 2015 (the "Notes") on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 15, 2014, and the related Letter of Transmittal and Consent (together, the "Offer Documents"). The Notes are unconditionally and irrevocably guaranteed by Financiera Finsol, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada and Apoyo Economico Familiar, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada. The Company has been advised that as of the Early Tender Deadline (as defined below), $154,327,000 in aggregate principal amount of the Notes, representing approximately 79.60% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. The Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline, with such settlement date expected to be on or about June 3, 2014.

Also, the Company intends to execute a supplemental indenture (the "Supplemental Indenture") governing the Notes (the "Indenture") to give effect to certain amendments (the "Proposed Amendments"), which will, among other things, eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture. Adoption of the Proposed Amendments required the consents of holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes held by the Company or its affiliates) (the "Requisite Consents"). The Company has obtained the Requisite Consents. The Supplemental Indenture will become operative once payment is made for the tendered Notes as described above. Any Notes not validly tendered and purchased pursuant to the Offer will remain outstanding and will be governed by the terms of the Indenture as amended by the Supplemental Indenture.

The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration, which includes the Early Tender Payment, expired at 5:00 p.m., New York City time, on May 29, 2014, (the "Early Tender Deadline"). The Tender Offer will expire at 12:00 Midnight, New York City time, on June 12, 2014, unless extended by the Company (such date and time, as the same may be modified, the "Expiration Time").

The total consideration to be paid for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn will be U.S.$1,078.22 (the "Total Consideration"). The Total Consideration includes a payment of U.S.$30 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") payable only in respect of Notes validly tendered and consents validly delivered at or prior to the Early Tender Deadline. Holders validly tendering Notes after the Early Tender Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$1,048.22 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration"), which amount is equal to the Total Consideration less the Early Tender Payment. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the applicable settlement date for the Notes ("Accrued Interest").

Payment in cash of an amount equal to the Tender Offer Consideration, plus Accrued Interest, for such accepted Notes will be made on the settlement date that is expected to be within three business days following the Expiration Time, or as promptly as practicable thereafter (the "Final Settlement Date"). The Company currently expects that the Final Settlement Date will be the Business Day following the Expiration Time.

The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, a financing condition as described in the Offer Documents that the Company consummates a new offering of senior notes on terms satisfactory to it. This financing condition is expected to be satisfied upon the closing on June 3, 2014. In addition, subject to applicable law, the Company reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason.  The Company is making the Tender Offer only in those jurisdictions where it is legal to do so. 

Barclays Capital Inc. ("Barclays"), HSBC Securities (USA) Inc. ("HSBC") and BCP Securities, LLC ("BCP Securities") are acting as dealer managers for the Tender Offer and solicitation agents for the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Barclays at +1 (800) 438-3242 (toll free) or +1 (212) 528-7581 (collect); HSBC at +1 (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect); and BCP Securities at +1 (203) 629-2181.

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation.  Requests for copies of the Offer Documents should be directed to D.F. King at +1 (800) 859-8508 (toll free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, including the National Banking and Securities Commission (Comision Nacional Bancaria y de Valores). No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

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 a Dealer Manager, or any affiliates thereof, are so licensed, the Tender Offer and Consent Solicitation will be deemed to have been made by such Dealer Manager, or such affiliates, on behalf of the Company.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company. This press release also is not a solicitation of consents to the proposed amendments to the Indenture. No recommendation is made as to whether holders of Notes should tender their Notes or deliver their consents. Holders of Notes should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offer and the Consent Solicitation.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about the Company's perspectives and expectations, are forward-looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to the Company and its affiliates, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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