Servicios Corporativos Javer, S.A.B. de C.V. Announces an Extension of and Certain Amendments to its Tender Offer for up to U.S. $136,000,000 of its Outstanding 9.875% Senior Notes Due April 6, 2021
MEXICO CITY, Dec. 18, 2015 /PRNewswire/ -- SERVICIOS CORPORATIVOS JAVER, S.A.B. DE C.V. (the "Company") (formerly Servicios Corporativos Javer, S.A.P.I. de C.V.) announced today that, in conjunction with a change in the timeline for the equity offering of the Company's shares, which are to be sold in an initial public offering in Mexico and an offering outside of Mexico exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Equity Offering") it has:
- extended the period of its offer to purchase (the "Tender Offer") up to U.S. $136,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 9.875% Senior Notes due April 6, 2021 (CUSIP/ISIN Nos. 81763T AC7 / US81763TAC71 and P8585L AC6 / USP8585LAC65) (the "Notes") until 12:00 midnight, New York City time, on January 29, 2016 (the "New Expiration Time")
- extended the early tender deadline (the "New Early Tender Deadline") and the withdrawal deadline (the "New Withdrawal Deadline") for the Tender Offer until 5:00 P.M., New York City time, on January 8, 2016 and
- changed the amount of the Tender Offer Consideration (as defined in the Offer Documents described below) to US$1,035 per US$1,000 principal amount of Notes tendered (the "Amended Tender Offer Consideration"), resulting in a change in the amount of the Total Consideration (as defined in the Offer Documents described below) to US$1,065 per US$1,000 principal amount of Notes tendered (the "Amended Total Consideration").
All references to the "Expiration Time", the "Early Tender Deadline," the "Withdrawal Deadline," the "Tender Offer Consideration" and the "Total Consideration" in the Offer to Purchase dated November 30, 2015 (as it may be amended or supplemented from time to time, the "Statement") and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal," and collectively with the Statement, the "Offer Documents") shall be deemed to be references to the New Expiration Time, the New Early Tender Deadline, the New Withdrawal Deadline, the Amended Tender Offer Consideration and the Amended Total Consideration, respectively. The other terms and conditions of the Tender Offer, including the amount of the Early Tender Payment of US$30 per US$1,000 principal amount of Notes tendered, described in the Offer Documents, remain unchanged except as provided in this announcement.
As of December 17, 2015, US$230,039,000 in aggregate principal amount, or approximately 77.9%, of the outstanding Notes had been tendered and not withdrawn pursuant to the Tender Offer.
Subject to the terms and conditions of the Tender Offer being satisfied or waived, the Company reserves the right, at any time following the New Early Tender Deadline but prior to the New Expiration Time (the "Early Acceptance Date"), to accept for purchase the Notes validly tendered before the New Early Tender Deadline and not validly withdrawn before the New Withdrawal Deadline, subject to any required proration. If the Company elects to exercise this option, it will pay the Amended Total Consideration for the Notes accepted for purchase at the Early Acceptance Date on the same date or a date (the "Early Payment Date") promptly following the Early Acceptance Date. Such Early Payment Date is expected to be January 19, 2016, the business day following the expected closing date for the Equity Offering, but such Early Payment Date is subject to change without notice.
If the Company does not elect to exercise the early purchase option, then all Notes validly tendered and not validly withdrawn at or before the New Expiration Time will be accepted for purchase on a date following the New Expiration Time (the "Final Acceptance Date"), subject to any required proration, so long as the conditions of the Tender Offer have been satisfied or waived.
The Company reserves the right, subject to applicable law, to further extend, withdraw or terminate the Tender Offer, increase or decrease the Tender Offer Consideration or otherwise amend the terms of the Tender Offer.
Credit Suisse Securities (USA) LLC is the dealer manager 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 Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (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 (866) 340-7108. (Banks and brokers may call collect at (212) 269-5550.)
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of tenders with respect to any Notes or other securities. The Tender Offer is being made solely pursuant to the Offer Documents, copies of which were delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer. Holders are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.
The Tender Offer 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 is required to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, the Tender Offer will be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.
Forward-Looking Statements
This release may contain forward-looking statements. These statements relate to our future prospects, developments and business strategies and are identified by our use of terms and phrases such as "anticipate," "believe," "could," "would," "will," "estimate," "expect," "intend," "may," "plan," "predict," "project," "goals," "target," "strategy" and similar terms and phrases, and may include references to assumptions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, including our financial condition and liquidity and the development of the Mexican mortgage finance industry, may differ materially from (and be more negative than) those made in, or suggested by, any forward-looking statements contained in this release. In addition, even if our results of operations, including our financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this release, those results or developments may not be indicative of results or developments in subsequent periods. These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments. More detailed information about these and other factors is set forth in the Offer to Purchase.
Boulevard Antonio L. Rodriguez 2850
Colonia Santa Maria
C.P. 64650, Monterrey, Nuevo Leon
Mexico
SOURCE Servicios Corporativos Javer, S.A.B. de C.V.
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