Unifin Announces Pricing Of Senior Notes And Amendment To Terms Of Private Exchange Offer

MEXICO CITY, Jan. 26, 2021 /PRNewswire/ -- Unifin Financiera, S.A.B. de C.V. ("Unifin") announced today the pricing of US$400 million principal amount of its 9.875% Senior Notes due 2029 (the "New Notes").  The New Notes are expected to be issued by Unifin on January 28, 2021 and will be guaranteed by its subsidiaries Unifin Credit, S.A. de C.V., SOFOM, E.N.R. and Unifin Autos, S.A. de C.V.

In connection with Unifin's previously announced private exchange offer (the "Exchange Offer") with respect to its 7.000% Senior Notes due 2022, 7.250% Senior Notes due 2023 and 7.000% Senior Notes due 2025 (collectively, the "Old Notes"), Unifin announced today the following amendments to the terms of the notes to be issued as consideration for Old Notes tendered and accepted for exchange in the Exchange Offer (the "Exchange Notes"):

Except as described in this announcement, all other terms of the Exchange Offer as described in the exchange offer statement and the related letter of transmittal, each dated January 20, 2021 (the "Exchange Offer Documents"), remain unchanged.  Eligible holders who previously submitted tenders and who wish to continue to participate in the Exchange Offer do not need to take any action.

The Exchange Notes are expected to have identical terms (other than issue date and issue price), be consolidated, form a single series and be fully fungible with the New Notes.

D.F. King & Co., Inc. is acting as the Information and Exchange Agent for the Exchange Offer.  Questions or requests for assistance related to the Exchange Offer or for additional copies of the Exchange 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 Exchange 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 Exchange 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 Exchange Offer (collectively, the "Dealer Managers").

The Exchange Notes are being 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 Exchange 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 Documents and to participate in the Exchange Offer.  The eligibility letter can be accessed at the following link: www.dfking.com/unifin

Neither the New Notes nor the Exchange Notes have been and will not 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 announcement 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 Exchange Offer is being made solely pursuant to the Exchange Offer Documents. The Exchange 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 Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer will be deemed to be made on behalf of Unifin by the Dealer Managers for the Exchange Offer or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The Exchange 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 Exchange Notes or otherwise making them available to retail investors in the EEA, has been prepared and therefore offering the Exchange Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Exchange 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 Exchange Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering the Exchange 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 Exchange 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 announcement 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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