|By PR Newswire||
|March 10, 2014 08:15 PM EDT||
MEXICO CITY, March 10, 2014 /PRNewswire/ -- CREDITO REAL, S.A.B. DE C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada (the "Company") announced today that the early tender period in respect of the previously announced cash tender offer and consent solicitation (the "Tender Offer"), for any and all of its outstanding 10.250% Senior Notes due 2015 (CUSIP/ISIN No. 22547AAA9/P32506AA8 and US22547AAA97/USP32506AA86) (the "Notes") expired on March 10, 2014 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further announced that as of the Early Tender Deadline, the Company had received tenders and consents (not validly withdrawn) from the holders of approximately US$180.7 million, or 86.06% of the total outstanding principal amount of the Notes. The consents received exceeded the amount needed to approve the proposed amendments to the indenture under which the Notes were issued (the "Indenture").
Based on the receipt of the consents, the Company intends to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture. The Supplemental Indenture will eliminate the Company's obligation to comply with substantially all of the covenants contained in the Indenture, remove certain events of default and shorten the minimum notice period to holders required for a redemption from thirty days to six business days prior to the redemption date, with an additional minimum notice of three business days to the Trustee. The Supplemental Indenture will not become operative until the Company purchases a majority in aggregate principal amount of the outstanding Notes pursuant to the terms of the Tender Offer, which is expected to occur on March 13, 2014, the expected closing date for the new notes offering referenced below. The Supplemental Indenture will thereafter be binding on the holders of Notes not purchased in the Tender Offer.
The Company has elected to exercise its early purchase option described in the Offer to Purchase and Consent Solicitation Statement, dated February 25, 2014 (the "Offer to Purchase"), relating to the Tender Offer. Holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline will receive on March 13, 2014 (the "Early Payment Date"), an amount equal to US$1,095 for every US$1,000 principal amount of the Notes validly tendered at or before the Early Tender Deadline and accepted in the Tender Offer, which consists of an amount equal to US1$1,065 (the "Tender Offer Consideration") plus an amount equal to US$30 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. Holders of Notes who validly tender their Notes after the Early Tender Deadline but before the expiration of the Tender Offer will receive only the Tender Offer Consideration of US$1,065 per US$1,000 principal amount of Notes validly tendered, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor.
In accordance with the terms of the Tender Offer, withdrawal rights with respect to the tendered Notes expired at 5:00 p.m., New York City time, on March 10, 2014 (the "Withdrawal Deadline"). Accordingly, holders may not withdraw Notes previously or hereafter tendered, except as required by law.
The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Company's receipt of aggregate net proceeds to fund the total consideration plus accrued and unpaid interest in respect of all Notes (regardless of the actual amount of Notes tendered) and estimated fees and expenses relating to the Tender Offer and Consent Solicitation. This condition is expected to be satisfied upon closing, on March 13, 2014, of an offering of $350 million aggregate principal amount of the Company's 7.500% Senior Notes due 2019 (the "Concurrent Offering").
The Company's obligations to accept any Notes tendered and not withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase and related Letter of Transmittal and Consent (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 news release 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.
Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the dealer managers and solicitation agents 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 Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll-free) or Merrill Lynch, Pierce, Fenner & Smith Incorporated at (646) 855-8988(collect) or (888) 292-0070 (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 (800) 431-9645. (Banks and brokers may call collect at (212) 269-5550.)
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offer is being made solely pursuant to the Offer Documents.
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.
The notes offered pursuant to the Concurrent Offering have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. 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 word "expect" 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.
About the Company
Credito Real is a leading financial institution in Mexico with a focus on consumer lending with a diversified business platform including: personal payroll loans, loans to finance the purchase of durable goods, small and medium-sized business loans, group loans, and used-car loans. The Company offers products to the low- and middle-income segments of the population, which historically have been underserved by other financial institutions. The shares of Credito Real are listed in the Mexican Stock Exchange with the ticker "CREAL*" (Bloomberg: "CREAL*:MM").
SOURCE Credito Real, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada
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