Mexico’s Grupo Famsa amends, extends exchange offer for 7¼% notes

By Sarah Lizee

Olympia, Wash., Nov. 26 – Grupo Famsa, SAB de CV announced amendments and an extension of its offer to exchange any and all of its $140 million of outstanding 7¼% senior notes due 2020 for newly issued 9¾% senior secured notes due 2024, according to a press release.

The group said that in order to provide holders and beneficial owners of existing notes with additional time to tender their notes, Grupo Famsa decided to extend the early tender deadline and the expiration date to 5 p.m. ET on Dec. 10.

Previously the early deadline and expiration was set for 11:59 p.m. ET on Nov. 25. The expiration date had been extended from 5 p.m. ET on Nov. 15 and pushed back from Nov. 8.

Additionally, the issuer amended the exchange offer to add a cash payment of $10.00 per $1,000 of existing notes and add an additional cash payment of $2.50 per $1,000 of existing notes to the total consideration, in the event that the minimum tender condition is waived by the issuer, meaning less than $112 million, of 80%, of the total amount of existing notes, is accepted for exchange.

Also, the withdrawal deadline has been extended to 5 p.m. ET on Nov. 29. The deadline originally expired on Nov. 8.

As of 5 p.m. ET on Nov. 25, $76.09 million, or 54.35%, of the existing notes had been tendered in the exchange offer.

As such, the issuer has received the amount of consents necessary to execute the proposed amendments under the consent solicitation, which was launched in order to make some amendments to the indenture governing the existing notes.

As previously reported, Grupo Famsa is seeking to eliminate substantially all of the restrictive covenants and some events of default under the indenture, among other provisions.

Holders who validly tender existing notes by the early deadline and expiration will receive the total consideration, which is $1,000 principal amount of new notes per $1,000 principal amount of existing notes, plus the additional cash payments above.

Holders will also receive accrued interest.

The originally issued principal amount of the existing notes was $250 million. A partial redemption was carried out in September 2017 for a principal amount of $110 million.

The exchange offer was conditioned on the valid tender of at least $112 million, or 80%, of the outstanding principal amount of the existing notes, and the delivery of the requisite consents at or prior to the expiration time.

The issuer may waive any conditions.

Delivery of consents by holders of at least a majority of the total principal amount of the existing notes was required for the adoption of the proposed amendments.

D.F. King & Co., Inc. (212 269-5550 for brokers and banks, 866 207-2239 for all others or famsa@dfking.com) is acting as the information agent for the exchange offer.

Grupo Famsa is a retail company based in Monterrey, Mexico.

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