Grupo Posadas Announces Early Settlement of its Tender Offer and Consent Solicitation for Any and All of its Outstanding 7.875% Senior Notes due 2017
Jun 30, 2015, 12:44 ET
MEXICO CITY, June 30, 2015 /PRNewswire/ -- Grupo Posadas, S.A.B. de C.V. (the "Company") announces that early settlement of its previously announced offer to purchase for cash (the "Tender Offer") any and all of its U.S. $310 million in aggregate principal amount of outstanding 7.875% Senior Notes due 2017 (the "Notes") and solicitation of consents (the "Consents") to amend the indenture relating to the Notes (the "Consent Solicitation") occurred on June 30, 2015 (the "Early Settlement Date") for all Notes that were tendered at or prior to 5:00 P.M., New York City Time, on June 24, 2015 (the "Early Tender and Consent Time"). The Company, the guarantors of the Notes and the trustee also executed a supplemental indenture on the Early Settlement Date to implement the amendments to the indenture governing the Notes (the "Indenture") for which the Consents were sought.
As previously announced, as of the Early Tender and Consent Time, the Company received valid tenders and Consents from holders of U.S. $269.16 million aggregate principal amount of the Notes, representing approximately 86.83% of the U.S. $310 million in aggregate principal amount of Notes which were outstanding. Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender and Consent Time, and whose Notes were accepted for purchase by the Company, received, in addition to accrued and unpaid interest, for each U.S.$1,000 principal amount of Notes tendered, an amount in cash in U.S. dollars equal toU.S.$1,060.00 (the "Total Consideration"), consisting of (i) an amount equal to U.S.$1,030.00, (the "Tender Offer Consideration") plus (ii) an amount equal to U.S.$30.00 (the "Early Consent Payment").
The Tender Offer will expire at 8:30 A.M., New York City Time, on July 10, 2015 (the "Expiration Time"). Holders who validly tender and do not validly withdraw their Notes at or prior to the Expiration Time, and whose Notes are accepted for purchase by the Company, will receive, in addition to accrued and unpaid interest, the Tender Offer Consideration, which is the Total Consideration minus the Early Consent Payment.
The terms and conditions of the Tender Offer and Consent Solicitation are set forth in an offer to purchase and consent solicitation statement, dated June 11, 2015 (the "Offer to Purchase"). The Company may amend, extend or terminate the Tender Offer and Consent Solicitation for any reason as provided in the Offer to Purchase.
The completion of the Tender Offer and Consent Solicitation was conditioned on, among other things, (i) the receipt by the Company of an amount of net proceeds, in cash, not less than the amount of cash required to settle the payment of the Tender Offer Consideration or Total Consideration, as applicable, plus accrued interest for the Notes validly tendered pursuant to the Tender Offer and Consent Solicitation, and all related expenses in connection therewith from one or more new debt offerings on terms satisfactory to the Company in its sole discretion at or prior to the applicable settlement date (the "Financing Condition"); (ii) the delivery of the Consents of holders of at least a majority in aggregate principal amount of the outstanding Notes at or prior to the Early Tender and Consent Time (the "Requisite Consent Condition"); (iii) the approval by shareholders of the Company of the terms and conditions of the Tender Offer and Consent Solicitation at an ordinary shareholders' meeting called for such purpose held on June 18, 2015 (the "Shareholder Approval"); and (iv) the execution and delivery of the supplemental indenture to the Indenture (described above) by the Company, the guarantors of the Notes and the trustee under the Indenture.
The Requisite Consents have been obtained, the supplemental indenture has been executed, the Shareholder Approval has been obtained and the Financing Condition has been satisfied as of the Early Settlement Date.
The Company expects payment for the Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted by the Company for purchase to be made on or about July 13, 2015.
Citigroup Global Markets Inc. (telephone: (800) 558-3745 (toll free) or (212) 723-6106 (collect)), J.P. Morgan Securities LLC (telephone: (866) 846-2874 (toll free) or (212) 834-7279 (collect)) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (telephone: (888) 292-0070 (toll free) or (646) 855-3401 (collect)) are the dealer managers and solicitation agents for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation (telephone: (866) 470-4300 (toll free) or (212) 430-3774 (collect)) has been appointed as the information agent for the Tender Offer and Consent Solicitation. Copies of the Offer to Purchase are available to holders of Notes from the information agent.
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission or the Mexican National Banking and Securities Commission (Comision Nacional Bancaria y de Valores), nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No such authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Tender Offer and the Consent Solicitation is being made solely pursuant to the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. 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 the dealer managers and solicitation agents, or any affiliates thereof, are so licensed, such Tender Offer and Consent Solicitation shall be deemed to have been made by such dealer managers and solicitation agents, or such affiliates, on behalf of the Company.
Special Note Regarding Forward-Looking Statements:
This release may contain certain "forward-looking statements" within the meaning of the U.S. 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 to (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.
SOURCE Grupo Posadas, S.A.B. de C.V.
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