Unifin Announces Early Participation Results And Early Acceptance With Respect To Its Previously Announced Private Exchange Offer

MEXICO CITY, Feb. 3, 2021 /PRNewswire/ -- Unifin Financiera, S.A.B. de C.V. ("Unifin") announced today the early participation results of its previously announced offer to exchange Unifin's outstanding notes set forth in the table below (collectively, the "Old Notes," and such offer, the "Offer") for up to US$200 million aggregate principal amount of 9.875% senior notes due 2029 (the "New Notes").

The Offer is being made on the terms and subject to the conditions set forth in the exchange offer statement, dated January 20, 2021 (as amended on January 25, 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 following table summarizes the early participation results for the Offer as of 5:00 p.m., New York City time on February 2, 2021 (such date and time, the "Early Participation Date"), as reported by D.F. King & Co., Inc., the information and exchange agent for the Offer, and the principal amount of Old Notes that Unifin has accepted for exchange:

Unifin has accepted for exchange (i) all of the 7.250% Senior Notes due 2023 (the "2023 Notes"), and (ii) US$48,325,000 principal amount of 7.000% Senior Notes due 2025 (the "2025 Notes"), in each case validly tendered in the Offer on or prior to the Early Participation Date.  2025 Notes not accepted for exchange will be promptly returned to tendering Eligible Holders (as defined below). 

Eligible Holders of 2023 Notes that validly tendered on or prior to the Early Participation Date and whose 2023 Notes have been accepted for exchange are entitled to receive US$1,000.00 principal amount of New Notes per US$1,000.00 principal amount of 2023 Notes.  Eligible Holders of 2025 Notes that validly tendered on or prior to the Early Participation Date and whose 2025 Notes have been accepted for exchange are entitled to receive US$955.00 principal amount of New Notes per US$1,000.00 principal amount of 2025 Notes.  Eligible Holders of Old Notes that validly tendered on or prior to the Early Participation Date and whose Old Notes have been accepted for exchange are also entitled to receive accrued and unpaid interest from the last interest payment date for such Old Notes to, but not including, the Early Settlement Date (as defined below), minus interest accrued on the New Notes exchanged therefor from January 28, 2021, the original issue date of the New Notes, as well as cash in lieu of fractional amounts of New Notes, as applicable.

Unifin has elected to exercise its right to accept the Old Notes validly tendered and not validly withdrawn on or prior to the Early Participation Date as set forth on the table above.  The early settlement date on which Unifin will settle the Old Notes accepted in the Offer is expected to be February 4, 2021 (the "Early Settlement Date").  The Offer will expire at 11:59 p.m., New York City time, on February 17, 2021 unless earlier terminated or extended by Unifin (the "Expiration Date").

On the terms and subject to the conditions set forth in the Exchange Offer Statement, on the Early Settlement Date, Unifin expects to issue US$126,095,000 aggregate principal amount of New Notes and to pay a total amount of accrued and unpaid interest and cash in lieu of fractional amounts of New Notes equal to approximately US$2.0 million.

Old Notes that have been validly tendered and accepted for exchange cannot be withdrawn, except as may be required by applicable law.

Eligible Holders of Old Notes that are validly tendered after the Early Participation Date but on or before the Expiration Date and whose Old Notes are accepted for exchange will receive only the applicable Late Participation Consideration set forth in the table above, which is equal to the applicable Early Participation Consideration set forth in the table above minus the early tender premium, and to receive accrued and unpaid interest on their Old Notes from the last interest payment date for such Old Notes to, but not including, February 19, 2021, the expected final settlement date, minus interest accrued on the New Notes exchanged therefor from the Original Issue Date.

The New Notes will have identical terms (other than issue date), be consolidated, form a single series and be fully fungible for U.S. income tax purposes with Unifin's US$400 million 9.875% Senior Notes due 2029 originally issued on January 28, 2021 (the "Initial Notes").  The New Notes issued to "qualified institutional buyers" will have the same CUSIP and ISIN numbers as the Initial Notes: CUSIP: 90471M AD4; ISIN: US90471MAD48.  The New Notes issued to non-U.S. persons in compliance with Regulation S will have temporary CUSIP and ISIN numbers during a 40-day distribution compliance period commencing on the Early Settlement Date: CUSIP: P9485M AD1; ISIN: USP9485MAD13.  Following the 40-day distribution compliance period, Unifin expects that these New Notes will share the same CUSIP and ISIN numbers as the Initial Notes issued to non-U.S. persons in compliance with Regulation S: CUSIP: P9485M AC3; ISIN: USP9485MAC30.  Considering the aggregate principal amount of Initial Notes outstanding prior to the Early Settlement Date, the aggregate principal amount outstanding of 9.875% Senior Notes due 2029 after the Early Settlement Date will be US$526,095,000.

D.F. King & Co., Inc. is acting 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 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"). 

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 press release 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 Old Notes 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.

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.

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

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