MEXICO CITY, May 22, 2019 /PRNewswire/ -- Unifin Financiera, S.A.B. de C.V. (BMV: UNIFINA.MX) (the "Company") today announced that it is soliciting consents (the "Consent Solicitations") from all registered holders of its 7.250% Senior Notes due 2023 (the "2023 Notes"), its 7.000% Senior Notes due 2025 (the "2025 Notes") and its 7.375% Senior Notes due 2026 (the "2026 Notes," and together with the 2023 Notes and the 2025 Notes, the "Notes"), upon the terms and conditions described in the Company's Consent Solicitation Statement, dated May 22, 2019 (the "Statement"), to certain proposed amendments that seek to amend certain defined terms and provisions in the indentures governing the Notes, including the Company's debt incurrence and restricted payments covenants (the "Proposed Amendments"). The Proposed Amendments would closely align the Company's indentures with its adoption of International Financial Reporting Standards as issued by the International Accounting Standards Board, industry peers, and current market standards. The Company believes that these changes would provide for additional financial and operational flexibility.
The Consent Solicitations will expire at 5:00 p.m., New York City Time, on June 3, 2019, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be extended, the "Expiration Date"). The record date of the Consent Solicitations is 5:00 p.m., New York City time, on June 3, 2019.
The Consent Solicitations are subject to, and conditioned upon, the satisfaction or waiver of certain customary conditions described in the Statement, including receiving the consents of holders (in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof) of at least a majority in aggregate principal amount of each of the outstanding 2023 Notes, 2025 Notes and 2026 Notes (the "Required Consents"). In accordance with each indenture governing the Notes, Notes owned by the Company and its affiliates will not be deemed outstanding, and the Company and such affiliates will not be able to vote for the purposes of the Required Consents needed to effect the Proposed Amendments.
In the event that the Required Consents for the applicable series of Notes are received on or prior to the Expiration Date, the Company will pay an aggregate cash payment equal to US$2.50 per US$1,000 principal amount of the applicable series of Notes (the "Consent Payment") for which the Required Consents to the Proposed Amendments are validly delivered on or prior to the Expiration Date and not validly revoked prior to the revocation deadline of 5:00 p.m., New York City Time, on June 3, 2019. The Consent Payment is expected to be paid on a date promptly following the Expiration Date, but no later than two business days following the Expiration Date.
Each supplemental indenture reflecting the Proposed Amendments will be effective immediately upon execution thereof but will not become operative until the Consent Payment is paid with respect to the applicable series of Notes. Holders of Notes for which no Consent is delivered will not receive the Consent Payment, even though the Proposed Amendments, once operative with respect to a series of Notes, will bind all holders of such series of Notes and their transferees.
Morgan Stanley & Co. LLC is the solicitation agent in the Consent Solicitations and D.F. King & Co., Inc. has been retained to serve as the tabulation, information and paying agent. Persons with questions regarding the Consent Solicitations should contact Morgan Stanley & Co. LLC at (toll free) (800) 624-1808 or (collect) (212) 761-1057. Requests for the Statement should be directed to D.F. King & Co., Inc. at (toll free) (877) 871-1741 or by email to firstname.lastname@example.org.
None of the Company, the solicitation agent, the tabulation, information and paying agent, the trustee under the indentures governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should deliver consents in response to the Consent Solicitations. Holders must make their own decisions as to whether to deliver consents.
The Consent Solicitations are not being made to holders of Notes in any jurisdiction in which the Company is aware that the making of the Consent Solicitations would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitations to be made by a licensed broker or dealer, the respective Consent Solicitations will be deemed to be made on the Company's behalf by the solicitation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Neither the Statement nor any documents related to the Consent Solicitations have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Consent Solicitations, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Head, Investor Relations & Corporate Finance
+52 (55) 5249 5800
SOURCE Unifin Financiera, S.A.B. de C.V.