MEXICO CITY, Oct. 6, 2016 /PRNewswire/ -- Industrias Unidas, S.A. de C.V. ("IUSA" or the "Company"), a Mexican diversified industrial company, today issued a clarification that a notice of conditional redemption was issued by The Depository Trust Company ("DTC") to holders of the Company's outstanding Series A and Series B 11.50% Senior Secured Notes due 2016 (the "Old Notes") as a technical matter to comply with DTC rules in connection with the Company's pending exchange offer (the "Exchange Offer") for any and all of the Old Notes for its New Series A and New Series B 9.00% Senior Secured Notes due 2023 (the "New Notes").
The notice of conditional redemption provides that any Old Notes not tendered in the Exchange Offer will be redeemed only if such redemption is in compliance with the terms of the Indenture and certain conditions are satisfied, including the condition that at least 95% in aggregate outstanding principal amount of the Old Notes (including any Old Notes which are owned by the Company or its affiliates) be validly tendered and not validly withdrawn on or prior to the expiration date of the Exchange Offer (which is 12:00 midnight, New York City Time, on October 7, 2016, unless extended) and that the Exchange Offer is consummated. The notice of conditional redemption is considered conditional because the redemption with respect to any Old Notes not tendered in the Exchange Offer will not be consummated if the foregoing conditions are not satisfied.
The complete terms and conditions of the Exchange Offer are described in the exchange offer information memorandum dated September 12, 2016 (the "Exchange Information Memorandum"), copies of which may be obtained by eligible holders of the Old Notes by contacting Epiq Corporate Restructuring, the information and exchange agent for the Exchange Offer, at 777 Third Avenue, 12th Floor, New York, New York 10017 Attn: IUSA Processing, +1(646) 282-2500 or (866) 734-9393, firstname.lastname@example.org (please reference "IUSA" in the subject line).
The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.
The Company intends to rely on Section 3(a)(9) of the Securities Act to exempt the offering, issuance and distribution of the New Notes and the subsidiary guarantees thereunder pursuant to the Exchange Offer from the registration requirements of the Securities Act and of any state securities or "blue sky" laws.
This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the New Notes nor an offer to purchase Old Notes. The Exchange Offer is being made solely by means of the Exchange Information Memorandum and the related Letter of Transmittal.
Formed in 1939, IUSA is one of Mexico's largest diversified industrial groups, manufacturing copper-based and electrical products for the housing and electrical power markets primarily in the U.S. and Mexico.
This release contains certain forward-looking statements regarding the future events or the future financial performance of IUSA. These statements reflect management's current views with respect to future events or financial performance, and are based on management's current assumptions and information currently available and are not guarantees of the Company's future performance. The timing of certain events and actual results could differ materially from those projected or contemplated by the forward-looking statements due to a number of factors including, but not limited to those inherent to operating in a highly regulated industry, strong competition, commercial and financial execution and economic conditions, among others.
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SOURCE Industrias Unidas, S.A. de C.V.