Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada, Launches Tender Offer For Up To $85.0 Million In Maximum Payment Amount Of Its 7.500% Senior Notes Due 2019

MEXICO CITY, July 13, 2016 /PRNewswire/ -- Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada (the "Company" or "FINDEP") today announced that it is commencing a cash tender offer (the "Tender Offer") for the maximum aggregate principal amount of its outstanding 7.500% Senior Notes due 2019 (the "Notes") that it can purchase for an aggregate payment amount, excluding Accrued Interest (as defined below), of up to $85,000,000 (as such amount may be increased by the Company, the "Maximum Payment Amount"), on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 13, 2016 (the "Offer to Purchase").  The Notes are unconditionally and irrevocably guaranteed by Financiera Finsol, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada, Apoyo Económico Familiar, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada, and Fisofo, S.A. de C.V. Sociedad Financiera de Objeto Multiple, Entidad No Regulada (together, the "Guarantors").

The principal purpose of the Tender Offer is for the Company to acquire up to the Maximum Payment Amount of its outstanding Notes by exercising the positive mark-to-market it has on certain derivative positions, the proceeds of which will be applied on a dollar-for-dollar basis to the payment for accepted Notes, thereby reducing the Company's consolidated net debt.  Furthermore, the Tender Offer is a proactive step to improve the Company's U.S. dollar and Mexican peso debt profile by transitioning more of its debt to the Mexican peso, which is the Company's functional currency.

Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.

The Tender Offer for the Notes will expire at 11:59 p.m., New York City time, on August 9, 2016 (the "Expiration Time"), unless extended or earlier terminated by the Company.  Tendered Notes may not be withdrawn after 5:00 p.m., New York City time, on July 26, 2016 (as may be extended or earlier terminated by the Company, the "Withdrawal Deadline"), unless required by applicable law.  

Holders validly tendering, and not validly withdrawing, the Notes at or prior to 5:00 p.m., New York City time, on July 26, 2016 (the "Early Tender Deadline") will be eligible to receive the Total Consideration, which includes the Early Tender Payment set forth above, payable on the settlement date, which is expected to occur within three business days following the Expiration Time (the "Settlement Date").  Holders validly tendering, and not validly withdrawing, the Notes after the Early Tender Deadline but at or prior to the Expiration Date will be eligible to receive only the Tender Offer Consideration, which represents the Total Consideration less the Early Tender Payment, payable on the Settlement Date.  In addition, Holders whose Notes are accepted for payment in the Tender Offer will receive accumulated and unpaid interest from and including the last interest payment date to, but not including, the Settlement Date for their Notes purchased pursuant to the Tender Offer ("Accrued Interest").

If the purchase of all validly tendered Notes would cause the Company to purchase a principal amount greater than the Maximum Payment Amount set forth above, then the Tender Offer will be oversubscribed and the Company, if it accepts any Notes in the Tender Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase.  

The Company will pay a soliciting dealer fee of $2.50 for each $1,000 principal amount of the Notes that are validly tendered and accepted for purchase pursuant to the Tender Offer to retail brokers that are appropriately designated by their tendering Holder clients to receive this fee, provided that such fee will only be paid with respect to tenders by Holders whose aggregate principal amount of Notes is $250,000 or less.

The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Company's Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. 

In addition, subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer at any time or (ii) otherwise amend the Tender Offer in any respect at any time and from time to time.  The Company is making the Tender Offer only in those jurisdictions where it is legal to do so. 

Barclays Capital Inc. ("Barclays") and BCP Securities, LLC ("BCP Securities") are acting as dealer managers for the Tender Offer.  Questions regarding the Tender Offer may be directed to Barclays at +1 (800) 438-3242 (toll free) or +1 (212) 528-7581 (collect) and BCP Securities at +1 (203) 629-2181. 

Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offer.  Requests for copies of the Offer to Purchase should be directed to D.F. King at + 1 (877) 842-1616 (toll free), +1 (212) 269-5550 (collect) or [email protected]. 

Neither the Offer to Purchase nor any related documents have been filed with the Comisión Nacional Bancaria y de Valores ("CNBV") of Mexico or the U.S. Securities and Exchange Commission ("SEC"), nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country.  No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase.  Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company.  No recommendation is made as to whether holders of Notes should tender their Notes.  Holders of Notes should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer. 

About Financiera Independencia

FINDEP is a Mexican microfinance lender of personal loans to individuals and working capital loans through group lending microfinance. FINDEP provides microcredit loans on an unsecured basis to individuals in the low-income segments in Mexico, Brazil and the U.S. in urban and rural areas of both the formal and self-employed economy. As of March 31, 2016, FINDEP had a total outstanding loan balance of Ps.6,889.1 million, operated 561 offices in Mexico, Brazil and the U.S. and had a total labor force of 10,128 people.  The Company listed on the Mexican Stock Exchange on November 1, 2007, where it trades under the symbol "FINDEP".  On November 30, 2009 FINDEP launched a sponsored Level I American Depositary Receipt (ADR) program in the United States. Each ADR represents 15 shares of FINDEP common stock and trades over-the-counter (OTC).  

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements.  Statements that are not historical facts, including statements about the Company's perspectives and expectations, are forward-looking statements.  The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to the Company and its affiliates, indicate forward-looking statements.  These statements reflect the current view of management and are subject to various risks and uncertainties.  These statements are based on various assumptions and factors, including general economic, market, industry and operational factors.  Any changes to these assumptions or factors may lead to practical results different from current expectations.  Excessive reliance should not be placed on those statements.  Forward-looking statements relate only to the date they were made and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made. 

SOURCE Financiera Independencia, S.A.B. de C.V.