MEXICO CITY, May 22, 2020 /PRNewswire/ -- Grupo IDESA, S.A. de C.V. (the "Company") announced today the settlement on May 22, 2020 (the "Settlement Date") of the exchange offer and consent solicitation (the "Offer and Solicitation") for its 7.875% Senior Notes due 2020 (the "Existing Unsecured Notes") on the terms previously announced in the offering and solicitation memorandum dated March 23, 2020 (as supplemented from time to time, the "Offering Memorandum"). The Existing Unsecured Notes tendered in the Offer and Solicitation were exchanged for 9.375% New Senior Secured Notes due 2026 (the "New Secured Notes"). In addition, pursuant to the Offer and Solicitation, certain amendments to the terms and conditions of the Existing Unsecured Notes were adopted and became effective on the Settlement Date. The New Secured Notes were distributed to participating holders through DTC. The CUSIPs for the New Secured Notes are 40053LAB1 and P4954WAB6.
A total of US$274,923,000 of the Existing Unsecured Notes (or 91.64% of the outstanding principal amount thereof) were validly tendered in the Offer and Solicitation.
Participating holders who validly tendered their Existing Unsecured Notes received US$1,010 in New Secured Notes in exchange for each US$1,000 principal amount of the Existing Unsecured Notes tendered.
The New Secured Notes have not been, and will not be, registered under the Securities Act or any state securities laws. Therefore, unless so registered, the New Secured Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The Company has applied to list the New Secured Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
The Offer and Solicitation are only made, and copies of the offering documents will only be made available, to a holder of the Existing Unsecured Notes who has certified its status as (1) both a "Qualified Purchaser" for purposes of Section 3(c)(7) under the Investment Company Act of 1940 and a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (2) a person who is not a "U.S. person" as defined in Rule 902(k) under the Securities Act who is not a "Disqualified Non-U.S. Holder" (each, an "Eligible Holder").
The Offer and Solicitation are subject to certain conditions, as described in the Offering Memorandum.
THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THE OFFER AND SOLICITATION ARE BEING MADE SOLELY BY THE OFFERING MEMORANDUM THAT MAY BE OBTAINED FROM THE EXCHANGE AND INFORMATION AGENT AND ONLY TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY OR THE SELLING SECURITY HOLDER THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
The New Secured Notes and Guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). The Offer and Solicitation are made, and the Total Exchange Consideration or the Base Exchange Consideration, as the case may be, are being offered in the United States only to U.S. Persons that are qualified purchasers ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") who are also qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("Qualified Institutional Buyers") and to non U.S. Persons as defined in Rule 902(K) under the Securities Act that are not a "Disqualified Non-U.S. Holder." The New Secured Notes are also being offered outside the United States in compliance with Regulation S under the Securities Act ("Regulation S"). The Company, as issuer, has not been registered as an investment company under the 1940 Act.
Exchange and Information Agent
Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, NY 10006
212-430-3774 (Banks and Brokers)
866-470-3700 (toll free)
contact@gbsc-usa.com
Attn: Corporate Actions
Rothschild & Co México, S.A. de C.V.
Daniel Nicolaievsky
Managing Director and Co-Head
Phone: +52 (55) 5327 1450
Daniel.Nicolaievsky@rothschildandco.com
Victor Leclercq
Managing Director and Co-Head
Phone: +52 (55) 5327 1450
victor.leclercq@rothschildandco.com
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SOURCE Grupo IDESA, S.A. de C.V.