Unifin Financiera, S.A.B. de C.V. (Incorporated Under The Laws Of Mexico) Announces Private Exchange Offer For Three Series Of Senior Notes

By PR Newswire

MEXICO CITY, Jan. 20, 2021 — Unifin Financiera , S.A.B. de C.V. (“Unifin”) announced today the commencement of an exchange offer targeting three series of Unifin’s outstanding notes due 2022, 2023 and 2025 (the “Offer“).

The Offer consists of an offer to exchange Unifin’s outstanding notes set forth in the table below (the “Old Notes“) for up to US$200 million aggregate principal amount (the “Offer Cap“) of 9.000% Senior Notes due 2029 (the “New Notes“):

_____________________________________

(1)  Principal amount of New Notes per US$1,000 principal amount of the applicable series of Old Notes validly tendered and accepted for exchange.  Eligible Holders (as defined below) whose Old Notes are validly tendered and accepted for exchange will also receive Accrued Interest (as defined below) to the applicable Settlement Date (as defined below), if any, which will be paid in cash and will be in addition to the applicable Exchange Consideration (as defined below).

(2)  Includes the applicable Early Participation Premium

The Offer is being made on the terms and subject to the conditions set forth in the Exchange Offer Statement, dated January 20, 2021 (the “Exchange Offer Statement” and together with the related eligibility letter and the letter of transmittal, the “Offer Documents“), which sets forth in more detail the terms and conditions of the Offer.

The Offer will expire at 11:59 p.m., New York City time, on February 17, 2021 unless earlier terminated or extended by Unifin (such time and date, as it may be extended, the “Expiration Date“). Old Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on February 2, 2021, unless extended, but not thereafter. 

Eligible Holders of Old Notes validly tendered on or prior to 5:00 p.m., New York City time, on February 2, 2021 (such date and time, as the same may be extended, the “Early Participation Date“) and accepted for exchange pursuant to the Offer will be eligible to receive the applicable early participation consideration reflected in the table above (the “Early Participation Consideration“), which includes the applicable early participation premium applicable to the relevant series of Old Notes as set forth in the table above (the “Early Participation Premium“).  Eligible Holders of Old Notes validly tendered after the Early Participation Date and on or prior to the Expiration Date and accepted for exchange pursuant to the Offer will be eligible to receive the late participation consideration reflected in the table above (the “Late Participation Consideration“) applicable to the relevant series of Old Notes, which is equal to the applicable Early Participation Consideration less the applicable Early Participation Premium.  Eligible Holders will also receive an amount in cash (such amount, “Accrued Interest“) consisting of accrued and unpaid interest on Old Notes accepted for exchange in the Offer from, and including, the last interest payment date for each of the Old Notes to, but not including, the applicable settlement date of the Offer (the “Settlement Date“), plus any additional amounts thereon less any interest accrued on New Notes exchanged therefor from the time of initial issuance thereof, to the extent such interest accrued on such New Notes does not exceed the accrued and unpaid interest on such accepted Old Notes.  If the interest accrued on such New Notes exceeds the accrued and unpaid interest on such accepted Old Notes, then the amount of Accrued Interest paid will be zero.

Following the Early Participation Date and on or prior to the Expiration Date, Unifin will have the right to elect to accept the Old Notes validly tendered on or prior to the Early Participation Date, provided that all conditions of the Offer have been satisfied or, where applicable, waived by Unifin (the “Early Settlement Right“).  If Unifin exercises its Early Settlement Right, Unifin expects to settle the Offer in respect of Old Notes validly tendered on or prior to the Early Participation Date that are accepted for exchange (the “Early Settlement Date“) promptly following the date on which Unifin accepts for exchange such Old Notes (the “Early Acceptance Date“).  Assuming that Unifin exercises the Early Settlement Right and all conditions of the Offer have been satisfied, or where applicable, waived by Unifin, Unifin expects that the Early Settlement Date will occur on the second business day following the Early Participation Date.

For any Old Notes that have been validly tendered on or prior to the Expiration Date (other than any Old Notes that have been accepted for exchange and settled on the Early Settlement Date) and that are accepted for exchange, Unifin expects to settle such Old Notes promptly following the Expiration Date (the “Final Settlement Date“). Assuming that such Final Settlement Date is not extended and all conditions of the Offer have been satisfied or, where applicable, waived by Unifin, Unifin expects that the Final Settlement Date will occur on the second business day following the Expiration Date.

Unifin’s obligation to accept and exchange the Old Notes of any series validly tendered pursuant to the Offer is conditioned on the successful closing of a concurrent offering of notes in the international markets (the “New Cash Notes“) on or prior to the applicable Settlement Date.  In addition, the Offer is conditioned on the satisfaction of other conditions described in the Exchange Offer Statement, including that Unifin will not be obligated to complete the Offer (i) unless the New Notes are treated as part of the “same issue” as the New Cash Notes or (ii) if the issuance of the New Notes in exchange for a series of Old Notes would result in the New Notes having more (if any) original issue discount than the New Cash Notes, in each case for U.S. federal income tax purposes.  Unifin reserves the right, subject to applicable law, to waive any and all conditions to the  Offer.

The following acceptance priority procedures and proration procedures will apply to the Offer:

• If the exchange of all Old Notes tendered on or prior to the Early Participation Date would cause Unifin to issue an aggregate principal amount of New Notes that would result in an aggregate principal amount of such New Notes to be issued as consideration in the Offer (the “Exchange Consideration“) in excess of the Offer Cap, then the Offer will be oversubscribed at the Early Participation Date, and Unifin will not accept for exchange any Old Notes tendered after the Early Participation Date and will (assuming satisfaction or, where applicable, the waiver of the conditions to the Offer) accept for exchange on the Early Acceptance Date (or, if there is no Early Acceptance Date, the Expiration Date) the Old Notes tendered on or prior to the Early Participation Date pursuant to the acceptance priority procedures described below (the “Acceptance Priority Procedures“).  If the Offer is not oversubscribed at the Early Participation Date and the exchange of all Old Notes validly tendered on or prior to the Expiration Date would cause Unifin to issue an aggregate principal amount of New Notes that would result in an aggregate Exchange Consideration in excess of the Offer Cap, then the Offer will be oversubscribed at the Expiration Date, and Unifin will (assuming satisfaction or, where applicable, the waiver of the conditions to the Offer), accept for exchange all Old Notes tendered on or prior to the Early Participation Date and then accept for exchange any Old Notes tendered after the Early Participation Date pursuant to the Acceptance Priority Procedures.
  
   
• Subject to the satisfaction of the conditions to the Offer, Unifin will accept for exchange validly tendered Old Notes in the order of the related acceptance priority level set forth in the table above (the “Acceptance Priority Level“), beginning with the lowest numerical value of Acceptance Priority Level first.
  
   
• Subject to the procedures described below for an undersubscribed Offer by the Early Participation Date, if the aggregate principal amount of New Notes to be issued in exchange for all validly tendered Old Notes corresponding to an Acceptance Priority Level, when added to the aggregate principal amount of New Notes to be issued in exchange for all Old Notes accepted for exchange corresponding to each higher Acceptance Priority Level (lower numerical value), if any, would cause Unifin to issue an aggregate principal amount of New Notes that would result in an aggregate Exchange Consideration that does not exceed the Offer Cap, then Unifin will accept for exchange all such Old Notes of such series and will then apply the foregoing procedure to the next lower Acceptance Priority Level (next higher numerical value).  If the condition described in the foregoing sentence is not met, Unifin will accept for exchange the maximum aggregate principal amount of tendered Old Notes of such series (on a prorated basis) such that the aggregate principal amount of New Notes issued in exchange for the series of Old Notes with the lowest Acceptance Priority Level (the highest numerical value) accepted, when considered together with the aggregate principal amount of New Notes issued in exchange for Old Notes with higher Acceptance Priority Levels (lower numerical values), comes as close as possible to the amount of the Offer Cap without exceeding such amount. 
  
   
• Tendered Old Notes with an Acceptance Priority Level lower than the Acceptance Priority Level that would cause Unifin to issue an aggregate principal amount of New Notes that would result in an aggregate Exchange Consideration in excess of the Offer Cap will not be accepted for exchange, provided that, if the Offer is not fully subscribed as of the Early Participation Date, tendered Old Notes at or before the Early Participation Date will be accepted for exchange in priority to other Old Notes tendered after the Early Participation Date, even if such Old Notes tendered after the Early Participation Date have a higher Acceptance Priority Level than Old Notes tendered prior to the Early Participation Date.

If proration of a series of tendered Old Notes is required, Unifin will determine the final proration factor as soon as practicable after the Early Participation Date or Expiration Date, as applicable, and will inform Eligible Holders of such series of Old Notes of the results of the proration.  In the event proration is required with respect to a series of Old Notes, Unifin will multiply the principal amount of each valid tender of such series of Old Notes by the applicable proration rate and round the resulting amount down to the nearest US$1,000 principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the Offer.  The excess principal amount of Old Notes not accepted from the tendering Eligible Holders will be promptly returned to such Eligible Holders.  If, after applying such proration factor, any Eligible Holder would be entitled to a credit or return of a portion of tendered Old Notes of a series that is less than the authorized denominations, then, in our sole discretion, (i) all of the Old Notes of such series tendered by such Eligible Holder will be accepted without proration, (ii) a portion of the Old Notes of such series tendered by such Eligible Holder will be rejected such that only Old Notes of such series in the Authorized Denominations are credited or returned or (iii) none of the Old Notes of such series tendered by such Eligible Holder will be accepted.

D.F. King & Co., Inc. will act as the Information and Exchange Agent for the Offer.  Questions or requests for assistance related to the Offer or for additional copies of the Offer Documents may be directed to D.F. King & Co., Inc. at (800) 515-4479  (toll free) or (212) 232-3233 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

Unifin has retained Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC to act as global coordinators and lead dealer managers in connection with the Offer, and Banco BTG Pactual S.A.—Cayman Branch, Santander Investment Securities Inc. and Scotia Capital (USA) Inc. to act as dealer managers in connection with the Offer (collectively, the “Dealer Managers“). 

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary would need to receive instructions from such Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, an Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and The Depositary Trust Company for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.

The New Notes offered for exchange are being so offered only (1) to holders of Old Notes who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act“) in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Old Notes other than “U.S. persons” (as defined in Rule 902 under the Securities Act) and who are not acquiring such New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, and who are non-U.S. qualified offerees (as defined under “Transfer Restrictions on the New Notes” in the Exchange Offer Statement).  Only holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Exchange Offer Statement and to participate in the Offer (such holders, “Eligible Holders”).  The eligibility letter can be accessed at the following link: www.dfking.com/unifin

The New Notes and the guarantees thereof to be issued pursuant to the Offer have not been and will note be registered under the Securities Act or any state or other jurisdiction’s securities laws 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 and applicable state securities laws.

This announcement is for informational purposes only. This press release shall not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. 

The Offer is being made solely pursuant to the Offer Documents. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Unifin by the Dealer Managers for the Offer or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The New Notes are not intended to be offered, or otherwise made available to and should not be offered or otherwise made available to any retail investor in the European Economic Area (“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, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where the customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.  Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering the New Notes or otherwise making them available to retail investors in the EEA, has been prepared and therefore offering the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The New Notes are not intended to be offered or otherwise made available to, and should not be offered or otherwise made available to, any retail investor in the United Kingdom.  For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive (EU), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.  Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.This was conveyed to Prittle Prattle News by a Press Release.

In the United Kingdom, this communication is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).  This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this communication relates is available only to and will be engaged in only with relevant persons.  Any person who is not a relevant person should not act or rely on this communication or any of its contents.

Forward-Looking Statements

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.  Unifin 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.