Grupo KUO, S.A.B. de C.V. Announces Final Results of Tender Offer and Consent Solicitation for Any and All of its Outstanding 6.25% Senior Notes Due 2022
MEXICO CITY, July 14, 2017 /PRNewswire/ -- GRUPO KUO, S.A.B. DE C.V. (the "Company") announced today the final results of its 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"). The Tender Offer was made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated June 15, 2017, as amended by the Company's press release on June 30, 2017 (as amended, the "Offer to Purchase"). The Tender Offer expired on July 13, 2017 at 11:59 P.M., New York City time (the "Expiration Time"). The Company further announced that as of the Expiration Time, the Company had received tenders and consents (not validly withdrawn) from the holders of approximately US$228.6 million, or 70.35% of the total outstanding principal amount of the Notes, including US$223.3 million principal amount of the Notes that were tendered and not validly withdrawn as of 5:00 P.M., New York City time, on June 28, 2017 (the "Early Tender Deadline").
The Company has accepted for purchase all Notes validly tendered and not validly withdrawn pursuant to the Offer to Purchase. As previously announced, holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline received on July 7, 2017 (the "Early Payment Date") an amount equal to US$1,050 (the "Total Consideration") 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, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date.
In addition, having received the requisite consents from the holders of Notes in connection with the consent solicitation, the Company previously executed a supplemental indenture effecting the proposed amendments to the indenture under which the Notes were issued (the "Indenture"). The supplemental indenture became effective upon execution on the Early Payment Date, thereby amending the Indenture by eliminating the Company's obligation to comply with substantially all of the covenants contained in the Indenture, removing certain events of default and shortening 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.
Holders of Notes who validly tendered their Notes after the Early Tender Deadline but at or prior to the Expiration Time will continue to receive the Total Consideration of US$1,050 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.
Payment for all Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Time will be made promptly after the Expiration Time, and is expected to be made on the date hereof.
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.
Merrill Lynch, Pierce, Fenner & Smith Incorporated was the dealer manager and solicitation agent for the Tender Offer. D.F. King & Co., Inc. was 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.
Forward-Looking Statements
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.
SOURCE Grupo KUO, S.A.B. de C.V.
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