Financiera Independencia Announces Exchange Offer for Any and All of its 8.000% Senior Notes due 2024 held by Eligible Holders for its newly issued 10.000% Step-Up Senior Notes due 2028 plus a cash payment and Related Consent Solicitation

MEXICO CITY, Jan. 24, 2023 /PRNewswire/ -- Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada ("FINDEP" or the "Company"), today announced that it has commenced (i) an 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) a 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.

The Exchange Offer and the Consent Solicitation are being made pursuant to an Exchange Offer Memorandum and Consent Solicitation Statement, dated January 24, 2023 (the "Exchange Offer Memorandum"), which sets forth a more comprehensive description of the terms of the Exchange Offer and related Consent Solicitation. The Exchange Offer and the related Consent Solicitation are scheduled to expire at 5:00 p.m., New York City time, on February 17, 2023, unless extended or terminated earlier (the "Expiration Date").  Existing Notes that have been validly tendered may be withdrawn and related consents may be revoked at any time prior to 5:00 p.m., New York City time, on February 3, 2023, unless extended (the "Withdrawal Date"), but not thereafter, except as may be required by applicable law.

Eligible Holders who validly tender (and do not validly withdraw) Existing Notes on or prior to 5:00 p.m., New York City time, on February 3, 2023, unless extended (the "Early Expiration Date"), will receive the Total Exchange Consideration, which includes the Early Exchange Payment (as defined herein). "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Exchange Consideration" means, for each U.S.$1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) and accepted by us: (1) U.S.$800 principal amount of Step-Up Notes and (2) a cash payment of U.S.$210. The Total Exchange Consideration includes a cash exchange premium of U.S.$10 per U.S.$1,000 principal amount of Existing Notes tendered (the "Early Exchange Payment"). Eligible Holders who validly tender (and do not validly withdraw) Existing Notes after the Early Expiration Date but prior to the Expiration Date will receive the Exchange Offer Consideration, but not the Early Exchange Payment. "Exchange Offer 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.$200.  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 (as defined below) will be paid in cash on the Settlement Date.

The following table sets forth certain terms of the Exchange Offer:

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The Existing Notes may be tendered only in minimum denominations of US$200,000 principal amount and integral multiples of US$1,000 in excess thereof. The Step-Up Notes will be issued in minimum denominations of US$160,000 and any integral multiple of US$1,000 in excess thereof. Subject to the minimum denomination, the aggregate principal amount of Step-Up Notes issued to each participating Eligible Holder for all Existing Notes properly tendered (and not withdrawn) and accepted by the Company will be rounded down, if necessary, to U.S.$1,000. The rounded amount will be the principal amount of Step-Up Notes the Eligible Holder will receive and any principal amount of Step-up Notes not received as a result of rounding 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.

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 (collectively, the "Subsidiary Guarantors") (the "Note Guarantee").

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 us or our affiliates). The Proposed Amendments constitute a single proposal with respect to the Existing Notes Indenture, and a tendering Eligible Holder must consent to the Proposed Amendments as an entirety and may not consent selectively or conditionally with respect to the Proposed Amendments. If you tender your Existing Notes into the Exchange Offer, you will be deemed to have given your Consent to the Proposed Amendments with respect to those tendered Existing Notes.

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. will act 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), [email protected] (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.

SOURCE Financiera Independencia, S.A.B. de C.V.