Grupo Posadas Announces Early Tender Results and Receipt of Requisite Consents in its Tender Offer and Consent Solicitation for Any and All of its Outstanding 7.875% Senior Notes due 2017
Jun 24, 2015, 06:38 ET
MEXICO CITY, June 24, 2015 /PRNewswire/ -- Grupo Posadas, S.A.B. de C.V. (the "Company") announced today that as of 5:00 P.M., New York City time on June 24, 2015, the Early Tender and Consent Time for 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"), it has 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 aggregate principal amount of Notes which are outstanding. Accordingly, the requisite majority of Consents to adopt the proposed amendments to the indenture governing the Notes (the "Indenture") has been received. The proposed amendments adopted pursuant to the Consent Solicitation will eliminate substantially all of the Company's restrictive covenants, as well as various events of default and related provisions contained in the Indenture.
In accordance with the Tender Offer and Consent Solicitation, the Company, the guarantors of the Notes and the trustee under the Indenture will enter into a supplemental indenture to effect the proposed amendments, which proposed amendments will become effective on the date when the Company accepts the tendered Notes for purchase and pays the amounts due pursuant to the Tender Offer and Consent Solicitation with respect to the tendered Notes.
The expiration time of the Tender Offer remains 8:30 A.M., New York City Time, on July 10, 2015, unless extended (such time and date, as the same may be extended, the "Expiration Time") or earlier terminated by the Company. Holders who validly tendered and did not validly withdraw their Notes at or prior to 5:00 P.M., New York City Time, on June 24, 2015 (the "Early Tender and Consent Time"), will receive the Total Consideration (as described below). Holders who validly tender and do not validly withdraw their Notes after the Early Tender and Consent Time, but at or prior to the Expiration Time, will receive the Tender Offer Consideration (as described below). Holders who tender their Notes pursuant to the Tender Offer are obligated to consent to the proposed amendments to the Indenture.
Holders whose Notes are accepted for purchase by the Company will receive, in addition to accrued and unpaid interest up to, but not including, the applicable settlement date, for each U.S.$1,000 principal amount of Notes tendered, an amount in cash in U.S. dollars equal to:
- in the case of Notes tendered and not validly withdrawn at or prior to the Early Tender and Consent Time, an amount equal to U.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"); or
- in the case of Notes tendered and not validly withdrawn after the Early Tender and Consent Time, but at or prior to the Expiration Time, 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 is conditioned on, among other things, 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.
In the event the above condition has been satisfied, and all other conditions to the Tender Offer and Consent Solicitation have been satisfied or have been waived by the Company, the Company expects that payment for all Notes validly tendered at or prior to the Early Tender and Consent Time and accepted by the Company for purchase will be made on the business day the Company selects promptly after the Early Tender and Consent Time or after such other date on which the Company accepts such Notes for purchase.
Payment for all Notes validly tendered after the Early Tender and Consent Time and at or prior to the Expiration Time and accepted by the Company for purchase will be made on the business day the Company selects promptly following the Expiration Time or the business day on which all conditions to consummation of the Tender Offer and Consent Solicitation have been satisfied or have been waived by the Company.
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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