MEXICO CITY, June 15, 2017 /PRNewswire/ -- GRUPO KUO, S.A.B. DE C.V. (the "Company") announced today that it has commenced an offer to purchase (the "Tender Offer") any and all of its outstanding 6.25% Senior Notes due 2022 (CUSIP/ISIN No. 40052C AB2/ P4954B AE6 and US4002CAB28/ USP4954BAE67) (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 11:59 P.M., New York City Time, on July 13, 2017 (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 June 28, 2017 (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and date, as the same may be extended, the "Early Tender Deadline"), unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Total Consideration (as described below).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the Early Tender Deadline, but at or prior to the Expiration Time, unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Tender Offer Consideration (as described below). Notes tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on June 28, 2017 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not thereafter.
Holders of Notes who validly tender Notes and deliver Consents in the Tender Offer and Consent Solicitation, and whose tender of Notes 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$1,050 (the "Total Consideration"), consisting of (i) an amount equal to US$1,020 (the "Tender Offer Consideration"), plus (ii) an amount equal to US$30 (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 financing transaction (the "Financing Condition").
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 of the Consents of holders (other than the Company and its affiliates) representing at least a majority in principal amount of the outstanding Notes on or prior to the Expiration Time.
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 occur promptly following the Early Tender Deadline (the "Early Payment Date"). The expected Early Payment Date (subject to any extension of the Early Tender Deadline) is July 6, 2017. The Company expects 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 occur promptly following the Expiration Time (the "Final Payment Date").
Merrill Lynch, Pierce, Fenner & Smith Incorporated is the dealer manager and solicitation agent 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated at (646) 855‑8988(collect) or (888) 292‑0070 (toll-free).
The Offer Documents will be distributed to holders of Notes promptly. Holders who would like additional copies of the Offer Documents may call the information agent, D.F. King & Co., Inc., toll-free at (800) 713-9960. (Banks and brokers may call collect at (212) 269‑5550.)
This press release is for informational purposes only and is not a recommendation, an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The Tender Offer and Consent Solicitation are being made solely pursuant to the Offer Documents that are being distributed to the holders of Notes. The Tender Offer and Consent Solicitation are not being made to, nor will tenders (and related consents) be accepted from, or on behalf of, holders of Notes in any jurisdiction in which the making of the Tender Offer and Consent Solicitation or the acceptance thereof would not comply with the laws of that jurisdiction. Further, this press release is not an offer to sell or the solicitation of an offer to buy any securities.
This release may contain certain "forward-looking statements" within the meaning of the United States federal securities laws. 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 intended 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
Grupo KUO is a leading industrial conglomerate in Mexico, with annual sales of approximately MXN Ps.33.6 billion during 2016, exports to around 70 countries across every continent and approximately 20,000 employees. Its current business portfolio includes six Strategic Business Units: Pork Meat, Herdez Del Fuerte (brand processed foods), Synthetic Rubber, Polystyrene, Aftermarket and Transmissions.
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SOURCE Grupo KUO, S.A.B. de C.V.