Servicios Corporativos Javer, S.A.B. de C.V. Announces Early Tender Participation Results and Early Payment under its Tender Offer for up to US$136,000,000 of its Outstanding 9.875% Senior Notes Due April 6, 2021
MEXICO CITY, Jan. 19, 2016 /PRNewswire/ -- SERVICIOS CORPORATIVOS JAVER, S.A.B. de C.V. (formerly Servicios Corporativos Javer, S.A.P.I. de C.V.) (the "Company") announced today that the early tender period in respect of the previously announced offer to purchase (the "Tender Offer") up to US$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") expired on January 8, 2016 at 5:00 p.m., New York City time (the "Early Tender Deadline"). The Company further announced that as of the Early Tender Deadline, the Company had received tenders (not validly withdrawn) from the holders of US$229,292,000, or approximately 77.7%, of the total outstanding principal amount of the Notes, and that it has accepted for purchase US$136,000,000 of the outstanding principal amount of such Notes pursuant to the Tender Offer on a prorated basis (as described below).
The Company has elected to exercise its early purchase option described in the Offer to Purchase, dated November 30, 2015 (as amended or supplemented from time to time, the "Statement"), relating to the Tender Offer. Subject to the Tender Cap, holders of Notes who validly tendered their Notes at or prior to the Early Tender Deadline and did not validly withdraw their Notes at or prior to such time will receive on January 19, 2016 (the "Early Payment Date") the total consideration of US$1,065 (the "Total Consideration") for every US$1,000 principal amount of the Notes validly tendered and not withdrawn at or before the Early Tender Deadline and accepted in the Tender Offer, which includes an early tender payment of US$30 (the "Early Tender Payment") for each US$1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date.
Because the aggregate principal amount of Notes validly tendered and not withdrawn prior to the Early Tender Deadline exceeded the Tender Cap, the Company has accepted for purchase US$136,000,000 of the outstanding principal amount of such Notes on a prorated basis, with the prorated aggregate principal amount of each holder's validly tendered Notes accepted for purchase to be rounded down to the nearest US$1,000. If the principal amount of Notes returned to a holder as a result of proration would result in less than the minimum denomination being returned to such Holder, we will purchase all of such holder's validly tendered Notes in accordance with the Statement. The Total Consideration, including the Early Tender Payment, will not be payable with respect to any Notes returned due to proration.
The Company does not currently expect to increase the Tender Cap. If the Tender Cap is not increased at or prior to the expiration time of 12:00 midnight on January 29, 2016 (the "Expiration Time"), no further Notes will be accepted for purchase pursuant the Tender Offer. To the extent that the Tender Cap is increased, holders of Notes who validly tender their Notes after the Early Tender Deadline but before the Expiration Time and whose Notes are accepted for purchase would not receive the Early Tender Payment and would only receive consideration of US$1,035 per US$1,000 principal amount of Notes validly tendered and not withdrawn, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor. Moreover, Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn would have priority in payment over Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. Unless required by applicable law, Notes tendered after the withdrawal deadline of 5:00 P.M., New York City time, on January 8, 2016, but at or before the Expiration Time, may not be withdrawn.
The Company's obligations to accept any Notes validly tendered and not withdrawn and to pay the consideration for them are set forth solely in the Statement and related Letter of Transmittal (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 announcement is qualified by reference to the Offer Documents. Subject to applicable law, the Company may amend, further extend, withdraw or, subject to certain conditions, terminate the Tender Offer 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 Statement.
Boulevard Antonio L. Rodriguez 2850
Colonia Santa María
C.P. 64650, Monterrey, Nuevo León
México
SOURCE Servicios Corporativos Javer, S.A.B. de C.V.
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