MEXICO
CITY, Feb. 3, 2023 /PRNewswire/ -- Financiera
Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto
Múltiple, Entidad No Regulada ("FINDEP" or the
"Company"), is announcing today the early tender results in
connection with its previously announced (i) offer to exchange (the
"Exchange Offer") any and all of its outstanding 8.000% Senior
Notes due 2024 (the "Existing Notes") for its newly issued 10.000%
Step-Up Senior Notes due 2028 (the "Step-Up Notes") and (ii) the
consent solicitation to solicit consents (the "Consent
Solicitation") from Eligible Holders (as defined below) of the
Existing Notes to amend (the "Proposed Amendments") the indenture
governing the Existing Notes to eliminate substantially all of the
restrictive covenants and various events of default and related
provisions, contained in such indenture. In addition, the
Company is announcing the extension of the payment of the Early
Exchange Payment (as defined herein) through the Expiration Date
(as defined herein).
Pursuant to the terms and conditions of the Exchange Offer and
related Consent Solicitation, as set forth in the Exchange Offer
Memorandum and Consent Solicitation Statement, dated January 24, 2023 (the "Exchange Offer
Memorandum"), the early expiration date occurred at 5:00 p.m., New York
City time, on February 3, 2023
(the "Early Expiration Date").
As of 5:00 p.m., New York City time, on the Early Expiration
Date, the following principal amount of Existing Notes have been
validly tendered and not validly withdrawn pursuant to the Exchange
Offer and Consent Solicitation:
CUSIP No. / ISIN
No.
|
Existing
Notes
|
Outstanding
Principal
Amount Existing
Notes
|
Aggregate
Principal
Amount of Existing
Notes Tendered
|
Total Exchange
Consideration(4)
|
Step-Up
Notes(1)
|
Cash(2)(3)
|
P4173S AF1;
31770B AC2 /
USP4173SAF13;
US31770BAC28
|
8.000% Senior Notes
due 2024
|
U.S.$161,637,000
|
U.S.$92,545,000
|
U.S.$800
|
U.S.$210
|
____________
(1) Consideration
in the form of principal amount of Step-Up Notes per U.S.$1,000
principal amount of Existing Notes that are validly tendered (and
not validly withdrawn).
|
(2) Consideration
in the form of a cash payment per U.S.$1,000 principal amount of
Existing Notes that are validly tendered (and not validly
withdrawn).
|
(3) Includes the
Early Exchange Payment for Existing Notes validly tendered (and not
validly withdraw) on or prior to the Early Expiration
Date.
|
(4) The Total
Exchange Consideration does not include accrued and unpaid interest
on Existing Notes accepted for exchange
|
In order to provide Eligible Holders who have not yet
participated with additional time to consider and participate in
the Exchange Offer and Consent Solicitation, the Company has agreed
to extend the payment of the cash exchange premium of
U.S.$10 per U.S.$1,000 principal amount of Existing Notes
tendered (the "Early Exchange Payment") through the Expiration
Date. As a result, Eligible Holders who validly tender
Existing Notes on or prior to 5:00
p.m., New York City time,
on February 17, 2023, unless extended
(the "Expiration Date"), will receive the Total Exchange
Consideration, which includes the Early Exchange Payment. "Total
Exchange Consideration" means, for each U.S.$1,000 principal amount of Existing Notes validly
tendered (and not validly withdrawn) and accepted by us: (1)
U.S.$800 principal amount of Step-Up
Notes and (2) a cash payment of U.S.$210. In addition, accrued and unpaid interest on
the Existing Notes accepted for purchase from the last interest
payment date of the Existing Notes to (but excluding) the
Settlement Date will be paid in cash on the Settlement Date. The
"Settlement Date" will be the date on which Step-Up Notes will be
issued in exchange for Existing Notes accepted in the Exchange
Offer and the cash consideration is paid to Eligible Holders,
subject to all conditions to the Exchange Offer and Consent
Solicitation having been satisfied or waived by the Company.
Simultaneously with the Exchange Offer, the Company is
soliciting Consents to the Proposed Amendments to the indenture
governing the Existing Notes (the "Existing Notes Indenture") to
eliminate substantially all of the restrictive covenants and
certain events of default and related provisions therein. The
Proposed Amendments require the consents (the "Requisite Consents")
of holders of a majority in aggregate principal amount of the
Existing Notes outstanding (excluding any Existing Notes held by
the Company or its affiliates). As of 5:00
p.m., New York City time,
on the Early Expiration Date, the Requisite Consents were received.
The Withdrawal Date for the Exchange Offer and Consent Solicitation
has passed and therefore Existing Notes validly tendered (and not
validly withdrawn) and related consents validly delivered (and not
validly revoked) cannot be withdrawn or revoked, as applicable.
The Step-Up Notes will mature on March 1,
2028 (the "Maturity Date") and will bear interest at a rate
of 10.000% per annum from and including the Settlement Date, to
(but excluding) March 1, 2026 (the
"Interest Step-Up Date"). Thereafter, from and including the
Interest Step-Up Date to (but excluding) their Maturity Date, the
Step-Up Notes will bear interest at a rate of 12.000% per annum.
Interest on the Step-Up Notes will be payable semiannually in
arrears on each March 1 and
September 1, commencing on
September 1, 2023. The Step-Up Notes
will be unconditionally and irrevocably guaranteed, jointly and
severally, by Apoyo Económico Familiar, S.A. de C.V., Sofom,
E.N.R., and Apoyo Financiero, Inc., as guarantors.
The consummation of the Exchange Offer and the Consent
Solicitation is subject to the satisfaction or waiver of a number
of conditions as set forth in the Exchange Offer Memorandum,
including the authorization by our board of directors and our
shareholders of the issuance of the Step-Up Notes. Subject to
applicable law, the Company has the right to terminate or withdraw
the Exchange Offer and the Consent Solicitation at any time and for
any reason, including if any of the conditions described in the
Exchange Offer Memorandum are not satisfied.
The Exchange Offer and Consent Solicitation is being made, and
the Step-Up Notes are being offered and will be issued, only
outside the United States to
holders of the Existing Notes who are persons other than "U.S.
persons" as defined in Regulation S ("Regulation S") under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), who are
not acquiring Step-Up Notes for the account or benefit of a U.S.
person and who are "non-U.S. qualified offerees" (as defined under
"Transfer Restrictions" in the Exchange Offer Memorandum), in
offshore transactions in compliance with Regulation S under the
Securities Act. The holders of Existing Notes who have certified to
the Company that they are eligible to participate in the Exchange
Offer and Consent Solicitation pursuant to the foregoing conditions
are referred to as "Eligible Holders." Only Eligible Holders are
authorized to receive or review the Exchange Offer Memorandum and
to participate in the Exchange Offer and Consent Solicitation.
Eligible Holders are required to represent and warrant as to their
status as Eligible Holders prior to receiving the Exchange Offer
Memorandum and, upon tendering any Existing Notes, will be deemed
to represent and warrant as to their status as Eligible
Holders.
None of the Exchange Offer, the Consent Solicitation nor the
Step-Up Notes has been approved or recommended by any regulatory
authority. Furthermore, no regulatory authority has been requested
to confirm the accuracy or adequacy of the Exchange Offer
Memorandum. Any representation to the contrary is a criminal
offense. The Step-Up Notes have not been registered under the
Securities Act, or any state securities laws. Accordingly, the
Step-Up Notes will be subject to restrictions on transferability
and resale and may not be transferred or resold except as permitted
under the Securities Act and other applicable securities laws,
pursuant to registration or exemption therefrom.
D.F. King & Co., Inc. is acting as the Information and
Exchange Agent for the Exchange Offer and Consent Solicitation.
Questions or requests for assistance related to the Exchange Offer
or for additional copies of the Exchange Offer Memorandum may be
directed to D.F. King & Co., Inc. at (888) 478-5040 (U.S. toll
free), +1(212) 269-5550 (collect), findep@dfking.com (email) or
www.dfking.com/findep (website).
FINDEP has retained BCP Securities, Inc. to act as Dealer
Manager in connection with the Exchange Offer and as Solicitation
Agent in connection with the Consent Solicitation.
The Step-Up Notes have not been and will not be registered
under the Securities Act, and may not be offered or sold in
the United States or to or for the
account or benefit of U.S. persons except pursuant to an exemption
from such registration. The Step-Up Notes are being offered for
exchange only outside the United
States, to holders of Existing Notes outside of the United States who are persons other than
"U.S. persons" as defined in Regulation S under the Securities Act,
who are not acquiring Step-Up Notes for the account or benefit of a
U.S. person and who are "non-U.S. qualified offerees" (as defined
in the Exchange Offer Memorandum), in offshore transactions in
compliance with Regulation S under the Securities Act. For a
description of eligible offerees and certain restrictions on
transfer of the Step-Up Notes, see "Transfer Restrictions" in the
Exchange Offer Memorandum. The Step-Up Notes are being offered
pursuant to an exemption from the requirement to publish a
prospectus under Regulation (EU) 2017/1129 (as amended and
supplemented from time to time, or the "Prospectus Regulation"), of
the European Union, and the Exchange Offer Memorandum has not been
approved by a competent authority within the meaning of the
Prospectus Regulation. The Step-Up Notes are not intended to be
offered, sold, or otherwise made available to and should not be
offered, sold, or otherwise made available to any retail investor
in the European Economic Area ("EEA") or the United Kingdom ("UK").
THE EXCHANGE OFFER AND CONSENT SOLICITATION IS NOT BEING MADE
IN MEXICO. THE STEP-UP NOTES HAVE
NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL
SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES), OR THE RNV
MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES
COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES), OR THE CNBV,
AND, THEREFORE, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE INFORMATION CONTAINED IN THE
EXCHANGE OFFER MEMORANDUM IS EXCLUSIVELY THE RESPONSIBILITY OF THE
COMPANY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV.
AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL
MERCADO DE VALORES), OR THE LMV, AND
REGULATIONS THEREUNDER, WE WILL NOTIFY THE CNBV OF THE TERMS AND
CONDITIONS OF THE OFFERING OF THE STEP-UP NOTES MADE OUTSIDE OF THE
UNITED MEXICAN STATES ("MEXICO"),
ON THE BUSINESS DAY FOLLOWING THE SETTLEMENT DATE. SUCH
NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH THE LMV AND
REGULATIONS THEREUNDER, AND FOR STATISTICAL AND INFORMATIONAL
PURPOSES ONLY, WHICH DOES NOT AND WILL NOT IMPLY NOR CONSTITUTE ANY
CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE STEP-UP NOTES,
OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION INCLUDED IN THE EXCHANGE OFFER
MEMORANDUM. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS,
INCLUDING ANY MEXICAN INVESTORS WHO MAY ACQUIRE STEP-UP NOTES FROM
TIME TO TIME, MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE
COMPANY. THE ACQUISITION OF THE STEP-UP NOTES BY AN INVESTOR
WHO IS A RESIDENT OF MEXICO WILL
BE MADE UNDER SUCH INVESTOR'S OWN RESPONSIBILITY.
This announcement is for informational purposes only. This
announcement shall not constitute an offer to sell or buy or the
solicitation of an offer to buy or sell any securities, nor shall
there be any offer, solicitation or sale of any securities in any
state or other jurisdiction in which such an offer, solicitation or
sale would be unlawful. The Exchange Offer and Consent Solicitation
is being made solely pursuant to the Exchange Offer Memorandum. No
recommendation is made as to whether the holders of Existing Notes
should tender their Existing Notes for exchange in the Exchange
Offer and deliver their consents in the Consent Solicitation. Any
person considering making an investment decision relating to the
Step-Up Notes must inform itself independently based solely on the
Exchange Offer Memorandum to be made available to Eligible Holders
in connection with the Exchange Offer and Consent Solicitation
before taking any such investment decision.
The Step-Up Notes are not intended to be offered, or otherwise
made available to and should not be offered or otherwise made
available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering the Step-Up Notes or otherwise
making them available to retail investors in the EEA, has been
prepared and therefore offering the Step-Up Notes or otherwise
making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation. In any Member State of the
EEA (each, a "Relevant Member State"); this communication is only
addressed to and is only directed at qualified investors in that
Member State within the meaning of the Prospectus Regulation.
The Step-Up Notes are not intended to be offered otherwise made
available to, and should not be offered or otherwise made available
to, any retail investor in the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer
within the meaning of the provisions of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") and any rules or
regulations made under the FSMA to implement the Insurance
Distribution Directive (EU), where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering the Step-Up Notes or otherwise making them available to
retail investors in the United
Kingdom has been prepared and therefore offering the Step-Up
Notes or otherwise making them available to any retail investor in
the United Kingdom may be unlawful
under the UK PRIIPs Regulation.
In the UK, this communication is for distribution only to
persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Order"), (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations etc.")
of the Order or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) in connection with the issue or sale of any
Step-Up Notes may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as
"relevant persons"). This communication is directed only at
relevant persons and must not be acted on or relied on by persons
who are not relevant persons.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbor created by such
sections and other applicable laws. Where the Company expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, such statements are subject to
risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed,
projected or implied by the "forward-looking statements." The
Company undertakes no obligation to release publicly revisions to
any "forward-looking statement," including, without limitation,
outlook, to reflect events or circumstances after the date of this
news release, or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
Investors should not assume that any lack of update to a previously
issued "forward-looking statement" constitutes a reaffirmation of
that statement. Continued reliance on "forward-looking statements"
is at investors' own risk.
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SOURCE Financiera Independencia, S.A.B. de C.V.