MEXICO CITY, June 30, 2015 /PRNewswire/ -- Grupo Posadas,
S.A.B. de C.V. (the "Company") announces that early settlement of
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") occurred on June 30,
2015 (the "Early Settlement Date") for all Notes that were
tendered at or prior to 5:00 P.M.,
New York City Time, on June 24, 2015
(the "Early Tender and Consent Time"). The Company, the
guarantors of the Notes and the trustee also executed a
supplemental indenture on the Early Settlement Date to implement
the amendments to the indenture governing the Notes (the
"Indenture") for which the Consents were sought.
As previously announced, as of the Early Tender and Consent
Time, the Company 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 in aggregate
principal amount of Notes which were outstanding. Holders who
validly tendered and did not validly withdraw their Notes at or
prior to the Early Tender and Consent Time, and whose Notes were
accepted for purchase by the Company, received, in addition to
accrued and unpaid interest, for each U.S.$1,000 principal amount of Notes tendered, an
amount in cash in U.S. dollars equal toU.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").
The Tender Offer will expire at 8:30
A.M., New York City Time, on July 10,
2015 (the "Expiration Time"). Holders who validly
tender and do not validly withdraw their Notes at or prior to the
Expiration Time, and whose Notes are accepted for purchase by the
Company, will receive, in addition to accrued and unpaid interest,
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 was
conditioned on, among other things, (i) 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 (the "Financing Condition"); (ii)
the delivery of the Consents of holders of at least a majority in
aggregate principal amount of the outstanding Notes at or prior to
the Early Tender and Consent Time (the "Requisite Consent
Condition"); (iii) the approval by shareholders of the Company of
the terms and conditions of the Tender Offer and Consent
Solicitation at an ordinary shareholders' meeting called for such
purpose held on June 18, 2015 (the
"Shareholder Approval"); and (iv) the execution and delivery of the
supplemental indenture to the Indenture (described above) by the
Company, the guarantors of the Notes and the trustee under the
Indenture.
The Requisite Consents have been obtained, the supplemental
indenture has been executed, the Shareholder Approval has been
obtained and the Financing Condition has been satisfied as of the
Early Settlement Date.
The Company expects payment for the Notes validly tendered and
not validly withdrawn at or prior to the Expiration Time and
accepted by the Company for purchase to be made on or about
July 13, 2015.
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.
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SOURCE Grupo Posadas, S.A.B. de
C.V.