MEXICO CITY, Jan. 17, 2019 /PRNewswire/ -- Crédito Real, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada (the "Company" or "we") announced today that it commenced a tender offer to purchase for cash (the "Tender Offer"), up to U.S.$313,125,000 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) and a solicitation of consents (the "Consent Solicitation") for proposed amendments to the related indenture (the "Indenture"). The Tender Offer and the Consent Solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated January 17, 2019 (the "Statement"), and related consent and letter of transmittal. The Tender Offer will expire at 11:59 p.m. New York City time, on February 14, 2019, unless extended or earlier terminated by the Company in its sole discretion, subject to applicable law (the "Expiration Time").
The purpose of the Tender Offer is to acquire outstanding Notes up to the Maximum Tender Amount, and the purpose of the Consent Solicitation is to obtain Consents (as defined below) to effect the Proposed Amendments (as defined below).
The consideration for the Notes validly tendered (and not validly withdrawn) pursuant to the Statement (the "Tender Offer Consideration") and accepted for purchase pursuant to the Tender Offer is U.S.$980 for each U.S.$1,000 principal amount of the Notes. Subject to the terms and conditions set forth in the Statement, the Company is also offering to pay the Early Tender Payment (as defined below) to each holder of Notes who validly tenders (and does not validly withdraw) its Notes and thereby validly delivers (and does not validly revoke), at or prior to 5:00 p.m., New York City time, on January 31, 2019, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Early Tender/Consent Deadline"), its consent to the proposed amendments to the Indenture (the "Proposed Amendments"). We refer to the Tender Offer Consideration plus the Early Tender Payment (as defined below), including the Consent Payment (as defined below), as the "Total Consideration." We refer to the "Early Tender Payment" as an amount in cash equal to U.S.$30 for each U.S.$1,000 principal amount of Notes tendered, which includes an amount in cash equal to U.S.$2.5 (the "Consent Payment") for each U.S.$1,000 principal amount of Notes tendered by such holder of Notes and accepted by the Company for purchase in the Tender Offer. No tenders of Notes submitted after the Expiration Time will be valid.
The following table summarizes the Tender Offer Consideration, the Early Tender Payment, the Total Consideration and the Consent Payment for each U.S.$1,000 principal amount of Notes.
CUSIP / ISIN /
Notes Due 2023
As of January 16, 2019.
For each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase, or with respect to which the applicable holder of Notes has provided its Consent, as applicable.
Excludes accrued interest on the Notes, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
The Total Consideration consists of the Tender Offer Consideration plus the Early Tender Payment (which includes the Consent Payment).
In respect of the Tender Offer, the Consent Payment is included in, and is not additional to, the Early Tender Payment.
Holders of Notes that validly tender their Notes and thereby deliver their Consents at or prior to the Early Tender/Consent Deadline (and do not validly withdraw such Notes and therefore do not validly revoke the related Consents) will be eligible to receive the Consent Payment in respect of such Notes, even if a smaller principal amount is accepted for purchase pursuant to the Tender Offer due to proration.
Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the date on which the applicable notes are redeemed.
The Consent Solicitation and Proposed Amendments
Pursuant to the Consent Solicitation, the Company is soliciting from holders of Notes consents ("Consents") to the Proposed Amendments, to more closely align and conform certain covenants, definitions and other terms in the Indenture with those contained in the indenture governing the New Notes, which will allow it to more efficiently operate its business. In particular, the Proposed Amendments would, among others, (i) permit the Company to Incur Indebtedness (including Senior Indebtedness) to refinance Capital Securities so long as such refinancing satisfies certain conditions, (ii) permit the Company to Incur additional Indebtedness by increasing the maximum permitted Indebtedness to be Incurred under the Company's general basket from the greater of U.S.$60 million and 15.0% of Consolidated Net Worth of the Company and its Restricted Subsidiaries at any time outstanding, to the greater of U.S.$100 million and 15.0% of Consolidated Net Worth of the Company and its Restricted Subsidiaries at any time outstanding, (iii) amend the limitation on guarantees covenant to the effect that only Eligible Subsidiaries that guarantee Indebtedness of the Company are required to become Guarantors under the Indenture and remove references to the limitation on creation of Liens therefrom, which limitation is already included elsewhere in the Indenture, (iv) permit the Company to make Restricted Payments in the form of a prepayment, exchange, refinancing, replacement, purchase, redemption, retirement, defeasance, refund or other acquisition for value of Subordinated Indebtedness so long as such Restricted Payment satisfies certain conditions, (v) increase the cross-default threshold from U.S.$20 million to U.S.$25 million, (vi) increase the minimum threshold for an asset sale to be subject to the restrictions of the Indenture from U.S.$10 million to U.S.$20 million, (vii) adjust the basket to make Investments in Permitted Businesses to the effect that such basket is reset every year (with any unused amounts in any prior calendar year being permitted to be carried over into succeeding calendar years), (viii) add to, amend, supplement or change certain other defined terms contained in the Indenture related to the foregoing, and (ix) include certain conforming changes to the Indenture to effect the foregoing.
Holders of Notes have the option either to tender their Notes in the Tender Offer and thereby consent to the Proposed Amendments in the Consent Solicitation or to not tender their Notes in the Tender Offer but to consent to the Proposed Amendments in the Consent Solicitation. In particular, any holder of Notes who tenders Notes pursuant to the Tender Offer will be deemed to have delivered a Consent in respect of such tendered Notes to the Proposed Amendments.
Holders of Notes who validly deliver Consents at or prior to the Early Tender/Consent Deadline and do not validly revoke their Consents at or prior to the Early Tender/Consent Deadline, whether or not such holders also tender the related Notes, will be eligible to receive the Consent Payment. Holders that validly tender Notes and thereby deliver their Consents at or prior to the Early Tender/Consent Deadline (and do not validly withdraw such Notes and concurrently revoke such Consents) will be eligible to receive the Consent Payment in respect of such Notes, even if a smaller principal amount is accepted for purchase pursuant to the Tender Offer due to proration. Holders of Notes should refer to the Statement for a detailed description of the Tender Offer's proration procedures.
A holder that has previously tendered Notes may not revoke a Consent without withdrawing the previously tendered Notes to which such Consent relates. Notes may only be withdrawn, and Consents revoked, prior to the Early Tender/Consent Deadline, unless extended by the Company in its sole discretion, subject to applicable law.
The Company may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion, subject to applicable law.
This Tender Offer and Consent Solicitation is being made in connection with a concurrent offering of new notes (the "New Notes") by the Company (the "New Notes Offering"). The Tender Offer is subject to, and conditioned upon, among other things, the Financing Condition (as defined in the Statement), which the New Notes Offering is intended to fulfill, the Second Supplemental Indenture Condition (as defined in the Statement) and the General Conditions (as defined in the Statement).
Subject to the terms and conditions of the Tender Offer and Consent Solicitation being satisfied or waived, and to the Company's right to amend, extend, terminate or withdraw the Tender Offer and Consent Solicitation, the Company expects that payment for all Notes validly tendered (and not validly withdrawn) prior to the Early Tender/Consent Deadline and accepted by the Company will be made on the business day the Company selects promptly following the Early Tender/Consent Deadline, or the business day on which the Company waives the conditions for the consummation of the Tender Offer and Consent Solicitation, which is expected to be February 4, 2019 (the "Initial Settlement Date"). Payment for all Notes validly tendered after the Early Tender/Consent Deadline and at, or prior to the Expiration Time, and accepted by the Company, will be made on the business day the Company selects promptly following the Expiration Time or the business day on which the Company waives the conditions to consummation of the Tender Offer and Consent Solicitation, which is expected to be February 15, 2019 (the "Final Settlement Date").
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. In addition, this news release is not a solicitation of consents with respect to the Proposed Amendment. The Tender Offer and the Consent Solicitation are being made only pursuant to the Statement and related consent and letter of transmittal, copies of which will be delivered to holders of Notes. The Company has retained Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to serve as the dealer managers and solicitation agents 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), Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or at (212) 723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or at (212) 902-6351 (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 Consent Solicitation, the tender agent for the Tender Offer and the tabulation agent for the Consent Solicitation, at (888) 887-0082 (toll-free) or at (212) 269-5550 (collect).
THE STATEMENT AND THE RELATED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE TENDER OFFER AND CONSENT SOLICITATION. NONE OF THE COMPANY, ANY DEALER MANAGER AND SOLICITATION AGENT, THE INFORMATION AGENT, THE TENDER AGENT, THE TABULATION AGENT OR ANY TRUSTEE, PAYING AGENT, TRANSFER AGENT OR LISTING AGENT, MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS OF NOTES SHOULD TENDER THEIR NOTES OR PROVIDE THEIR CONSENTS.
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.
In any jurisdiction where the securities, blue sky or other laws require tender offers to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the tender offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.
The New Notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Any offer or sale of the New Notes in any member state of the European Economic Area which has implemented Directive 2003/711/EC (the "Prospectus Directive") must be addressed to qualified investors (as defined in the Prospectus Directive). The New Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area. 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 ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, 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 (the "PRIIPs Regulation") for offering, selling or distributing the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering, selling or distributing the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
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
SOURCE Credito Real, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada
These press releases may also interest you