Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada, Launches Tender Offer For Any And All Of Its 10.0% Senior Guaranteed Notes Due 2015 And Related Consent Solicitation

MEXICO CITY, May 15, 2014 /PRNewswire/ -- Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada (the "Company") today announced that it has commenced an 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 (together, the "Guarantors").

Concurrently with the Tender Offer, the Company is soliciting consents (the "Consent Solicitation") to proposed amendments to the indenture governing the Notes (the "Indenture"), which would, among other things, eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture. The proposed amendments require 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 proposed amendments will be set forth in a supplemental indenture and are described in more detail in the Offer Documents. Holders may not tender their Notes without delivering the related consents pursuant to the Consent Solicitation and may not deliver their consents without tendering the related Notes pursuant to the Tender Offer.

The Consent Solicitation will be terminated if the Requisite Consents are not obtained and, in such case, the proposed amendments to the Indenture will not become effective. However, the Company reserves the right in its sole discretion to accept and purchase Notes tendered pursuant to the concurrent Tender Offer for an amount in cash equal to the Total Consideration (as defined below) or the Tender Offer Consideration (as defined below), as applicable.

The following table sets forth certain information relating to the Tender Offer and the Consent Solicitation:

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, will be 5:00 p.m., New York City time, on May 29, 2014, unless extended by the Company (such date and time, as the same may be modified, 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"). Notes tendered may be withdrawn and consents delivered may be revoked at any time prior to the date on which the supplemental indenture is executed by the Company, the Guarantors and the trustee under the Indenture (the "Withdrawal Deadline," which is expected to be the date prior to the Early Tender Deadline), but not thereafter, unless required by applicable law. The withdrawal of Notes at or prior to the applicable Withdrawal Deadline will result in a revocation of the related consents. In order for a Holder to revoke a consent, such Holder must withdraw the related tendered Notes.

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 at or prior to the Withdrawal Deadline 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").

Assuming acceptance by the Company of Notes tendered pursuant to the Tender Offer, the Company intends to accept for purchase on the Early Settlement Date (as defined below)  all Notes validly tendered (and not withdrawn) at or prior to the Early Tender Deadline. Payment in cash of an amount equal to the Total 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 Early Tender Deadline, or as promptly as practicable thereafter (the "Early Settlement Date").

Assuming acceptance by the Company of Notes tendered pursuant to the Tender Offer, the Company intends to accept for purchase on the Final Settlement Date (as defined below) all Notes validly tendered (and not withdrawn) after the Early Tender Deadline, but at or prior to the Expiration Time. 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 Date.

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. In addition, subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and/or the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. The Company further 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 and the Consent Solicitation 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. 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.