MEXICO CITY, March 17 /PRNewswire/ -- Grupo Posadas, S.A.B. de C.V. (BMV: POSADAS), a variable capital corporation (sociedad anonima bursatil de capital variable) organized under the laws of the United Mexican States (the "Company"), today announced the commencement of its offer to purchase for cash any and all of its outstanding 8 3/4% Senior Notes due 2011 (CUSIP Nos. 400489AD2, 400489AB6, P4983GAH3 and P4983GAJ9)) (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and in the related Consent and Letter of Transmittal (the "Letter of Transmittal" and together with the Offer to Purchase, the "Offer Documents"). The offer to purchase Notes is referred to as the "Tender Offer." The aggregate principal amount outstanding of the Notes as of March 17, 2008 is US$225 million.
The Tender Offer will expire at 12:00 midnight, New York City time, on Friday, April 11, 2008, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Expiration Date"). Registered holders of the Notes ("Holders") who validly tender, and do not validly withdraw, their Notes prior to 5:00 p.m., New York City time, on Friday, March 28, 2008 (such time and date, as the same may be extended or earlier terminated, the "Consent Date") will be eligible to receive the Total Consideration (defined below), subject to the terms and conditions of the Tender Offer. Holders who validly tender, and do not validly withdraw, their Notes after 5:00 p.m., New York City time, on the Consent Date and prior to 12:00 midnight, New York City time, on the Expiration Date will receive only the Offer Price (defined below), and will not be eligible to receive the Total Consideration.
The total consideration (the "Total Consideration") offered for Notes validly tendered and not validly withdrawn pursuant to the Offer shall be US$1,050 per US$1,000 principal amount of such Notes. The Total Consideration includes a consent payment of US$15.00 per US$1,000 principal amount of such Notes (the "Consent Payment"). The Total Consideration minus the Consent Payment is referred to as the "Offer Price." In addition to the Total Consideration or Offer Price, as applicable, Holders whose Notes are purchased in the Offer will also receive accrued and unpaid interest from the last interest payment date preceding the Offer to, but not including, the Settlement Date. The "Settlement Date" is expected to be no later than three business days after the Expiration Date or promptly thereafter.
Concurrently with the Tender Offer, the Company is soliciting consents (the "Consents") from Holders to proposed amendments to the indenture dated as of October 4, 2004 (the "Indenture") between the Company, as issuer, certain subsidiaries of the Company who have guaranteed the Notes (the "Guarantors") and The Bank of New York, as trustee (the "Trustee"), New York paying agent, registrar and New York transfer agent, under which the Notes were issued which, among other things, will eliminate certain covenants and the related events of default contained therein (the "Proposals"). The Proposals would be effected through the execution of a supplemental indenture (the "Supplemental Indenture") which will be executed by the Company on or promptly following the date on which the Consents from Holders of at least a majority in principal amount of the Notes then outstanding have been obtained. The solicitation of Consents in respect of the Notes is referred to as the "Consent Solicitation." The Tender Offer and Consent Solicitation are referred to collectively as the "Offer." Holders who tender their Notes in the Tender Offer will be deemed to have consented to the Proposals.
In connection with the Tender Offer, the Company intends to issue senior unsecured floating rate and fixed rate notes due 2013 and 2018 in the form of Certificados Bursatiles under applicable Mexican law, to be registered and listed exclusively in Mexico through the Mexican Stock Exchange (the "New Notes"). The offering of the New Notes is subject to approval by and registration of the New Notes with the Registro Nacional de Valores, maintained by the Mexican Comision Nacional Bancaria y de Valores. The Company intends to use the proceeds from the offering of the New Notes (the "New Notes Offering") and other sources of funding to consummate the Tender Offer. If the New Notes Offering is not consummated, or if the New Notes Offering does not result in the receipt by the Company of proceeds on terms and conditions satisfactory to the Company and in an amount that, together with other sources of funding, would be sufficient to consummate the Tender Offer (the "Financing Condition"), the Company does not intend to accept for payment, purchase or pay for any tendered Notes, and the Company may extend or terminate the Offer.
The obligation of the Company to accept for payment and to pay for any Notes validly tendered pursuant to the Tender Offer is conditioned upon (1) the execution by the Company, the Guarantors and the Trustee of the Supplemental Indenture implementing the proposed amendments to the Indenture pursuant to the terms of the Indenture following receipt of the Requisite Consents, (2) there having been validly tendered and not validly withdrawn prior to 12:00 midnight, New York City time, on the Expiration Date, not less than a majority in aggregate principal amount of the Notes outstanding under the Indenture, excluding Notes owned by the Company or any of its affiliates, (3) the Financing Condition, (4) the amendment and restatement of the US$80,000,000 amended and restated credit agreement dated November 10, 2006 among the Company, certain of the Company''s subsidiaries named therein, as guarantors, ING Capital LLC, as administrative agent, and the lenders listed on schedule 1.1(a) thereto (and any subsequent lenders, to the extent they are lenders as of such time), so as to waive, delete or eliminate, among other provisions, any section thereof requiring pari passu payment of indebtedness under such agreement along with the Notes, becoming effective prior to 12:00 midnight, New York City time, on the Expiration Date, and (5) satisfaction of the other conditions to the Offer set forth in the Offer to Purchase.