MEXICO CITY, June 30, 2017 /PRNewswire/ -- GRUPO KUO, S.A.B. DE C.V. (the "Company") announced today that the early tender period in respect of the previously announced cash tender offer and consent solicitation (the "Tender Offer"), for any and all of its outstanding 6.25% Senior Notes due 2022 (CUSIP/ISIN No. 40052C AB2/ P4954B AE6 and US4002CAB28/ USP4954BAE67) (the "Notes") expired on June 28, 2017 at 5:00 P.M., New York City time (the "Early Tender Deadline"). The Company further announced that as of the Early Tender Deadline, the Company had received tenders and consents (not validly withdrawn) from the holders of approximately US$223.3 million, or 68.72% of the total outstanding principal amount of the Notes. The consents received exceeded the amount needed to approve the proposed amendments to the indenture under which the Notes were issued (the "Indenture"). In addition, the Company announced today the extension of the offering of the Early Tender Payment (as defined below) through the expiration of the Tender Offer.
Based on the receipt of the consents, the Company intends to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture. The Supplemental Indenture will eliminate the Company's obligation to comply with substantially all of the covenants contained in the 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 Supplemental Indenture will not become operative until the Company purchases a majority in aggregate principal amount of the outstanding Notes pursuant to the terms of the Tender Offer, which is expected to occur on July 7, 2017, the expected closing date for the Concurrent Offering referenced below. The Supplemental Indenture will thereafter be binding on the holders of any Notes not purchased in the Tender Offer.
The Company has elected to exercise its early purchase option described in the Offer to Purchase and Consent Solicitation Statement, dated June 15, 2017 (the "Offer to Purchase"), relating to the Tender Offer. Holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline will receive on July 7, 2017 (the "Early Payment Date"), an amount equal to US$1,050 for every US$1,000 principal amount of the Notes validly tendered at or before the Early Tender Deadline and accepted in the Tender Offer, which consists of an amount equal to US$1,020 (the "Tender Offer Consideration") plus an amount equal to US$30 for each US$1,000 principal amount of Notes (the "Early Tender Payment"), plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date. Holders of Notes who validly tender their Notes after the Early Tender Deadline but before the expiration of the Tender Offer will continue to receive the Tender Offer Consideration of US$1,020 plus the Early Tender Payment of US$30 per US$1,000 principal amount of Notes validly tendered, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor.
In accordance with the terms of the Tender Offer, withdrawal rights with respect to the tendered Notes expired at 5:00 p.m., New York City time, on June 28, 2017 (the "Withdrawal Deadline"). Accordingly, holders may not withdraw Notes previously or hereafter tendered, except as required by law.
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 Offer to Purchase, 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. This condition is expected to be satisfied upon closing, on July 7, 2017, of an offering of $450.0 million aggregate principal amount of the Company's 5.75% Senior Notes due 2027 (the "Concurrent Offering").
The Company's obligations to accept any Notes tendered and not withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase and related Letter of Transmittal and Consent (collectively, the "Offer Documents"). The Tender Offer is made only by, and pursuant to the terms of, the Offer Documents, and the information in this news release is qualified by reference to the Offer Documents. Subject to applicable law, the Company may amend, further extend, withdraw or, subject to certain conditions, terminate the Tender Offer.
Merrill Lynch, Pierce, Fenner & Smith Incorporated is the dealer manager and solicitation agent for the Tender Offer. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact Merrill Lynch, Pierce, Fenner & Smith Incorporated at (646) 855-8988 (collect) or (888) 292-0070 (toll-free). 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 is being made solely pursuant to the Offer Documents that were distributed to the holders of Notes. The Tender Offer is 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 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 in the Concurrent Offering.
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.