Hipotecaria Su Casita, S.A. de C.V., Sociedad Financiera de Objeto Limitado Announces Extension of Its Offer to Purchase for Cash Any and All of Its Outstanding 8.50% Senior Notes Due 2016.
The Tender Offer will now expire at 12:00 midnight, New York City time, on Monday, November 12, 2007, 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 who validly tender, and do not validly withdraw, their Notes after 5:00 p.m., New York City time, on October 23, 2007 (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 The total consideration (the "Total Consideration") offered for Notes validly tendered and not validly withdrawn pursuant to the Tender Offer shall be 105.5% of the principal amount of such Notes. The Total Consideration includes a consent payment of 3.0% of the 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 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 on the first business day after the Expiration Date or promptly thereafter.
Pursuant to the Tender Offer, as of 5:00 p.m. on November 5, 2007, $111,798,000, or 74.53%, in aggregate principal amount of the Company's outstanding Notes had been tendered and not withdrawn. In addition, as of the Consent Date, the Company had obtained consents to the Proposals (as defined in the Offer to Purchase) from holders of Notes representing 74.48% in principal amount of the outstanding Notes.
In connection with the Tender Offer, the Company intends to issue senior unsecured floating rate notes due 2012 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 Company is currently in the process of registering the New Notes before the National Securities Registry of the Mexican Securities and Banking Commission, and expects this registration to occur before the Expiration Date. The Company intends to use the proceeds from the offering of the New Notes (the "New Notes Offering") 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 at least equal to the Total Consideration or the Offer Price, as applicable, with respect to all Notes validly tendered and not validly withdrawn prior to the Expiration Date from the issuance of the New Notes on terms and conditions satisfactory to the Company (the "Financing Condition"), the Company will not be required to accept for payment, purchase or pay for any tendered Notes, subject to Rule 14e-1(c) under the U.S. Securities Exchange Act of 1934, as amended, 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 and The Bank of New York, as trustee (the "Trustee") under the indenture dated as of September 29, 2006 (the "Indenture") under which the Notes were issued, of a supplemental indenture (the "Supplemental Indenture") implementing the proposed amendments to the Indenture pursuant to the terms of the Indenture, (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, and (4) satisfaction of the other conditions to the Tender Offer set forth in the Offer to Purchase.
The Company has retained Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as Dealer Manager for the Tender Offer and Consent Solicitation, and Global Bondholder Services Corporation to act as the depositary and information agent for the Tender Offer and Consent Solicitation.
Any questions or requests for assistance regarding the Offer may be made to the Dealer Manager and Solicitation Agent, Merrill Lynch & Co., Attention: Liability Management Group at (888) 654-8637 or (212) 449-4914. Questions or requests for assistance or additional copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent, Global Bondholder Services Corporation, toll free at (866) 794-2200 (bankers and brokers call collect at (212) 430-3774).
The Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. The Tender Offer is not being made to any holders of Notes in the United Kingdom. The Tender Offer is being made only to specified eligible holders of Notes, as set forth in the Offer to Purchase. Restrictions on the Tender Offer may also apply in other jurisdictions. The Offer is not being made to, and tenders of Notes and Consents by holders will not be accepted from, any person in any jurisdiction that requires that the Tender Offer or the Solicitation or the distribution of the Offer Documents be made by a licensed broker or dealer.
About the Company
The Company is the largest independently owned non-bank mortgage finance company in Mexico, based on the size of its total loan portfolio and total assets under management, as reported by the Mexican Comision Nacional Bancaria y de Valores. The Company is in the business of providing mortgage financing to homebuyers and construction financing to housing developers in Mexico. The Company provides mortgage loans principally to homebuyers in the affordable entry-level housing sector, and construction loans principally to developers of affordable entry-level housing. The Company offers a variety of innovative mortgage products tailored to the specific needs of its customers, including products with various down payment and monthly payment options and products tailored to the type of home to be purchased. The Company extends mortgage loans denominated either in Pesos or in Unidades de Inversion.
This press release contains statements about future events that are subject to different risks and uncertainties; it is important to note that past results do not assure or guarantee the behavior of future results. There are a significant number of factors that may cause real results to materially differ from plans, objectives, expectations, estimations and intentions expressed, such as declarations about future events. Hipotecaria Su Casita, S.A. de C.V., Sociedad Financiera de Objeto Limitado does not assume any obligation to update any of the declarations as a result of new information, future actions or other related events.
CONTACT: Mark Zaltzman, +52 (55) 5481-83-56, firstname.lastname@example.org, or Jorge Parra, +52 (55) 5481-83-81, email@example.com, both of Hipotecaria Su Casita, S.A. de C.V., Sociedad Financiera de Objeto Limitado
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|Date:||Nov 6, 2007|
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