September 12, 2019 - 12:42 PM EDT
Crédito Real, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada Announces Tender Offer For Up To U.S.$300,000,000 Of Its 7.250% Senior Notes Due 2023 (CUSIP Nos. 22548WAA0 / P32457AA4; ISIN Nos. US22548WAA09 / USP32457AA44; And Common Code Nos. 145496446 / 145435706)
Crédito Real, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada Announces Tender Offer For Up To U.S.$300,000,000 Of Its 7.250% Senior Notes Due 2023 (CUSIP Nos. 22548WAA0 / P32457AA4; ISIN Nos. US22548WAA09 / USP32457AA44; And Common Code Nos. 145496446 / 145435706)

MEXICO CITY, Sept. 12, 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.$300,000,000 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). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated September 12 (the "Offer to Purchase"), and related letter of transmittal. The Tender Offer will expire at 11:59 p.m. New York City time, on October 9, 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, which will allow us to extend the maturity profile of our existing debt.

Consideration

The consideration for the Notes validly tendered (and not validly withdrawn) pursuant to the Offer to Purchase (the "Tender Offer Consideration") and accepted for purchase pursuant to the Tender Offer is U.S.$1,036.25 for each U.S.$1,000 principal amount of the Notes. Subject to the terms and conditions set forth in the Offer to Purchase, 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, at or prior to 5:00 p.m., New York City time, on September 25, 2019, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Early Tender Deadline"). We refer to the Tender Offer Consideration plus the Early Tender Payment (as defined below), as the "Total Consideration." We refer to the "Early Tender Payment" as an amount in cash equal to U.S.$30.00 for each U.S.$1,000 principal amount of Notes tendered 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 and the Total Consideration for each U.S.$1,000 principal amount of Notes.

Notes

CUSIP / ISIN / Common Code Numbers

Outstanding Principal Amount(1)

Tender Offer Consideration(2)(3)

Early Tender Payment(2)

Total Consideration(2)(3)(4)

7.250% Senior Notes
Due 2023

Rule 144A:

22548WAA0 / US22548WAA09 / 145496446

Regulation S:

P32457AA4 / USP32457AA44 / 145435706

U.S.$625,000,000

U.S.$1,036.25

U.S.$30.00

U.S.$1,066.25

(1)       As of September 12, 2019.

(2)       For each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase.

(3)       Excludes Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(4)       The Total Consideration consists of the Tender Offer Consideration plus the Early Tender Payment.

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.

Conditions

The Company may amend, extend or terminate the Tender Offer in its sole discretion, subject to applicable law.

This Tender Offer 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 Offer to Purchase), which the New Notes Offering (or any other financing transaction) is intended to fulfill.

Settlement

Subject to the terms and conditions of the Tender Offer being satisfied or waived, and to the Company's right to amend, extend, terminate or withdraw the Tender Offer, the Company expects that payment for all Notes validly tendered (and not validly withdrawn) prior to the Early Tender Deadline and accepted by the Company will be made on the business day the Company selects promptly following the Early Tender Deadline, or the business day on which the Company waives the conditions for the consummation of the Tender Offer, which is expected to be October 1, 2019 (the "Initial Settlement Date"). Payment for all Notes validly tendered after the Early Tender 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, which is expected to be October 11, 2019 (the "Final Settlement Date").

Other

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. The Tender Offer is being made only pursuant to the Offer to Purchase and related letter of transmittal, copies of which will be delivered to holders of Notes. The Company has retained Barclays Capital Inc., BNP Paribas Securities Corp. and Morgan Stanley & Co. LLC to serve as the dealer managers 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), BNP Paribas Securities Corp. at (888) 210-4358 (toll free) or at (212) 841-3059 (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 tender agent for the Tender Offer, at (800) 283-9185 (toll-free) or at (212) 269-5550 (collect).

THE INFORMATION CONTAINED HEREIN AND IN THE OFFER TO PURCHASE IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR THE "CNBV"). WE HAVE NOT FILED WITH THE CNBV A REQUEST FOR AUTHORIZATION OF THE TENDER OFFER. THE TENDER OFFER DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND THE OFFER TO PURCHASE MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. IN MAKING A DECISION AS TO WHETHER TO TENDER ANY OF THEIR NOTES, ALL HOLDERS MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE TERMS OF THE TENDER OFFER.

THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. NONE OF THE COMPANY, ANY DEALER MANAGER, THE INFORMATION AGENT, THE TENDER 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.

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.

PRIIPs Regulation / Prospectus Regulation / Prohibition of sales to EEA retail investors. The New 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 (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, or MiFID II); or (ii) a customer within the meaning of Directive EU 2016/97, or 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; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, or the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 as amended, or the PRIIPs Regulation, for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Any offer or sale of New Notes in any Member State of the EEA which has implemented the Prospectus Regulation must be addressed to qualified investors (as defined in the Prospectus 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
Email: rgonzalez@creditoreal.com.mx

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SOURCE Credito Real, S.A.B. de C.V.


Source: PR Newswire (September 12, 2019 - 12:42 PM EDT)