Participation Results of Tender Offer
05/30/2013| 09:25am US/EasternRecommend:
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G r u p o F am sa , S.A.B. d e C.V. An nou nces Ea r ly P a r ticipa tion Results of T end er O ffer for
Any a nd All of its O u tsta nd ing 11.00% Senior Notes Due 2015
Monterrey, Mexico, May 29, 2013- Grupo Famsa, S.A.B. de C.V. (the "Company") announced today that the early tender period in respect of the previously announced cash tender offer and consent solicitation (the "Offer"), for any and all of its outstanding 11.00% Senior Notes due
2015 (CUSIP/ISIN No.40052WAA0/US40052WAA09 and P7700WCF5/USP7700WCF51) (the "Notes") expired on May 29, 2013 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further announced that as of the Early Tender Deadline, the Company had received tenders and consents (not validly withdrawn) from the holders of approximately US$160.1 million, or 80.07% of the total outstanding principal amount of the Notes.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 governing the Notes, among other things, to eliminate most of the restrictive covenants and certain events of default and to shorten the minimum notice period to holders required for a redemption from 30 days to six business days prior to the redemption date (plus an additional three business days' notice 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 Offer, which is expected to occur on May 31, 2013, 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 Offer.
The Company has elected to exercise its early purchase option described in the Offer to Purchase and Consent Solicitation Statement, dated May 15, 2013 (the "Offer to Purchase"), relating to the 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 May 31, 2013 (the "Early Payment Date"), the total consideration of US$1,068.75 for every US$1,000 principal amount of the Notes validly tendered at or before the Early Tender Deadline and accepted in the Offer, which includes an early tender premium of US$30.00 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 Offer will receive only the Tender Offer Consideration of US$1,038.75 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 Offer, withdrawal rights with respect to the tendered Notes expired at 5:00 p.m., New York City time, on May 29, 2013 (the "Withdrawal Deadline"). Accordingly, holders may not withdraw Notes previously or hereafter tendered, except as required by law.
The Company also announced that on the Early Payment Date, it intends to call for redemption on July 20, 2013 all Notes that were not validly tendered in accordance with the redemption provisions of the Indenture, as amended by the Supplemental Indenture.
The consummation of the Offer is subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase, including, among others, the Company's receipt of aggregate 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 Offer. This condition is expected to be satisfied upon closing, on May 31, 2013, of an offering of $250 million aggregate principal amount of the Company's 7.250% Senior Notes due 2020. In no event will the information contained in this release or the Offer Documents (as defined below) regarding such offering constitute an offer to sell or a solicitation of an offer to buy any securities offered thereunder.
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 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 Offer.
The information agent and tender agent for the Offer is D. F. King & Co., Inc. The dealer manager and solicitation agent for the Offer is Credit Suisse Securities (USA) LLC. Persons with questions regarding the Offer should contact Credit Suisse Securities (USA) LLC at (212) 538
2147 (collect) or (800) 8201653 (tollfree). Holders who would like additional copies of the
Offer Documents may call the information agent, D. F. King & Co., Inc., tollfree at (800) 431
9643. (Banks and brokers may call collect at (212) 2695550.)
This press relea se is for infor ma tiona l purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. Holders and investors should read ca refully the Offer Documents beca use they conta in important informa tion, including the va rious ter ms and conditions of the Offer.
About the Compa ny
Grupo Famsa, S.A.B. de C.V. ("Grupo Famsa") is a leading specialty retailer, which provides a diverse set of consumer, financing and saving products and services portfolio, targeting the middle and lowmiddle income segments of Mexico's population and the U.S. Hispanic population in certain U.S. states where it operates. Grupo Famsa's Mexican retail operations offer furniture, electronics, household appliances, cellular telephones, computers, motorcycles, clothing and other durable consumer products, which are sold mainly through Grupo Famsa's
stores. In the states of Texas and Illinois in the U.S., Grupo Famsa offers furniture and appliances through its subsidiary Famsa, Inc.
F orwa rdLooking Sta tements
This release may contain certain "forwardlooking 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 forwardlooking and the word "expect" and similar expressions are generally intended to identify forwardlooking statements. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forwardlooking 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 Famsa, S.A.B. de C.V.
Av. Pino Suárez 1202 Norte
Piso 3, Unidad "A," Zona Centro
Monterrey, N.L., México 64000