MEXICO CITY, Oct. 10, 2019 /PRNewswire/ — Crédito Real, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada (the “Company” or “we“) announced today the expiration and final results of its previously announced tender offer to purchase for cash (the “Tender Offer“), up to U.S.$300,000,000 aggregate principal amount outstanding (the “Maximum Tender Amount“) of its 7.250% Senior Notes due 2023 (the “Notes“) (CUSIP Nos. 22548WAA0 / P32457AA4; ISIN Nos. US22548WAA09 / USP32457AA44; and Common Code Nos. 145496446 / 145435706). The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated September 12 (the “Offer to Purchase“), and related letter of transmittal (the “Letter of Transmittal and, together with the Offer to Purchase, the “Offer Documents“).
The Tender Offer expired at 11:59 p.m., New York City time, on October 9, 2019 (such date and time, the “Expiration Time“). As of the Expiration Time, U.S.$198,097,000 (the “Total Tendered Notes“), or approximately 66.0% of the Maximum Tender Amount and 31.7% of the total outstanding principal amount of Notes were validly tendered (and not validly withdrawn), of which (i) U.S.$196,284,000 (the “Early Tendered Notes“), or approximately 65.4% of the Maximum Tender Amount and 31.4% of the total outstanding principal amount of Notes were validly tendered (and not validly withdrawn) as of 5:00 p.m., New York City time, on September 25, 2019 (the “Early Tender Deadline“), and (ii) U.S.$1,813,000 (the “Late Tendered Notes“), or approximately 0.6% of the Maximum Tender Amount and 0.3% of the total outstanding principal amount of Notes were validly tendered (and not validly withdrawn) after the Early Tender Deadline and before the Expiration Time.
On October 1, 2019, the Company accepted for purchase and paid for all of the Early Tendered Notes. The Company has accepted for purchase all of the Late Tendered Notes.
The table below identifies the principal amount of Notes validly tendered (and not validly withdrawn).
|
Notes |
CUSIP / ISIN / Common Code Numbers |
Aggregate Principal Amount Outstanding Prior to Tender Offer(1) |
Maximum Tender Amount |
Aggregate Principal Amount Tendered on or Prior to the Early Tender Deadline and Accepted for Purchase(2) |
Aggregate Principal Amount Tendered After the Early Tender Deadline and Accepted for Purchase(3) |
|
7.250% Senior Notes |
Rule 144A: 22548WAA0 / US22548WAA09 / 145496446
P32457AA4 / USP32457AA44 / 145435706 |
U.S.$625,000,000 |
U.S.$300,000,000 |
U.S.$196,284,000 |
U.S.$1,813,000 |
|
(1) Upon settlement of the bonds tendered on the Final Settlement Date, U.S.$426,903,000 aggregate principal amount of the Notes will remain outstanding. (2) As of the Early Tender Deadline, as reported by D.F. King & Co. Inc., the Information Agent and Tender Agent of the Tender Offer. Accepted for purchase and paid on October 1, 2019. (3) As of the Expiration Time, as reported by D.F. King & Co. Inc., the Information Agent and Tender Agent of the Tender Offer. |
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The amount of the Notes accepted for purchase was determined pursuant to the terms and conditions of the Tender Offer as set forth in the Offer Documents. This press release is qualified in its entirety by the Offer Documents.
Consideration
Holders of Late Tendered Notes accepted for purchase pursuant to the Tender Offer will be eligible to receive the Tender Offer Consideration (as defined in the Offer to Purchase), which is U.S.$1,036.25 for each U.S.$1,000 principal amount of the Notes. In addition to the Tender Offer Consideration, Holders of the Late Tendered Notes will receive Accrued Interest from the last interest payment date on such purchased Notes up to, but not including, the Final Settlement Date. Late Tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
Settlement
Payment for all Late Tendered Notes accepted by the Company will be made on the business day the Company selects promptly following the Expiration Time, which is expected to be October 11, 2019 (the “Final Settlement Date“).
Other
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offer was made pursuant to the Offer to Purchase and related letter of transmittal, copies of which will be delivered to holders of Notes. The Company retained Barclays Capital Inc., BNP Paribas Securities Corp. and Morgan Stanley & Co. LLC to serve as the dealer managers for the tender offer. Questions regarding the tender offer may be directed to Barclays Capital Inc. at (800) 438-3242 (toll-free) or at (212) 528-7581 (toll free), BNP Paribas Securities Corp. at (888) 210-4358 (toll free) or at (212) 841-3059 (collect) and/or to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or at (212) 761-1057 (collect). Requests for documents may be directed to D.F. King & Co., the information agent for the Tender Offer and the tender agent for the Tender Offer, at (800) 283-9185 (toll-free) or at (212) 269-5550 (collect).
THE INFORMATION CONTAINED HEREIN AND IN THE OFFER TO PURCHASE IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR THE “CNBV”). WE HAVE NOT FILED WITH THE CNBV A REQUEST FOR AUTHORIZATION OF THE TENDER OFFER. THE TENDER OFFER DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND THE OFFER TO PURCHASE MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. IN MAKING A DECISION AS TO WHETHER TO TENDER ANY OF THEIR NOTES, ALL HOLDERS MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE TERMS OF 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.
Forward Looking Statements
This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Exchange Act of 1934, as amended. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to update any forward-looking statement or other information contained in this press release to reflect events or circumstances occurring after the date of this press release or to reflect the occurrence of unanticipated events or circumstances, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
About the Company
The Company is a leading specialty finance company with operations in Mexico, United States, Costa Rica, Honduras, Nicaragua and Panama. It offers innovative financial solutions to segments generally underserved by the traditional banking system. As a result of more than 25 years of experience, it has built a diversified and scalable business platform focused primarily on the following types of financing products: (i) loans paid via payroll deduction, (ii) consumer loans, (iii) loans for used car purchases, (iv) SME loans, and (v) loans to small groups of borrowers. Its business model focuses on providing differentiated, ethical and comprehensive financial services to the low- and lower middle-income segments of the population in the countries where it operates.
For further information about the Company, please visit its website at www.creal.mx or contact:
Name: Renata Gonzalez
Phone: +52 (55) 5228 9753
Email: [email protected]
SOURCE Credito Real, S.A.B. de C.V.