Grupo Petrotemex Announces that a Majority of Consents Have Been Received from Holders of its Outstanding 9.500% Senior Notes Due 2014

Grupo Petrotemex Announces that a Majority of Consents Have Been Received from Holders of its Outstanding 9.500% Senior Notes Due 2014

PR Newswire

MEXICO CITY, July 30, 2012 /PRNewswire/ — GRUPO PETROTEMEX, S.A. DE C.V. (the “Company”) announced results of its offer to purchase (the “Tender Offer”) any and all of its outstanding 9.500% Senior Notes due 2014 (the “Existing Notes”) and solicitation of consents (the “Consents”) to amend the indenture relating to the Existing Notes (the “Consent Solicitation”) upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of July 13, 2012 (the “Offer to Purchase”).

As of 5:00 P.M., New York City Time, on July 27, 2012 (the “Early Tender and Consent Time”), U.S. $153,573,000 in aggregate principal amount of the Existing Notes, representing a majority in aggregate principal amount of Existing Notes, had been validly tendered and not withdrawn in the Tender Offer. In addition, the Company had obtained Consents to the Proposed Amendments (as defined in the Offer to Purchase) from holders representing a majority in aggregate principal amount of Existing Notes.

The Tender Offer will expire at 5:00 P.M., New York City Time, on August 10, 2012, unless extended (such time and date, as the same may be extended, the “Expiration Time”). Holders, who validly tender Existing Notes prior to the Expiration Time, will be eligible to receive only the Tender Offer Consideration and not the Total Consideration, both as described below.

Holders of Existing Notes who validly tender Existing Notes in the Tender Offer and Consent Solicitation, and whose tender and delivery of Consents are accepted by the Company, will receive, in addition to accrued and unpaid interest, for each U.S. $1,000 principal amount of Existing Notes tendered, an amount in cash in U.S. dollars equal to:

  • in the case of Existing Notes tendered and related Consents delivered at or prior to the Early Tender and Consent Time, an amount equal to U.S. $1,130 (the “Total Consideration”), consisting of (i) an amount equal to U.S. $1,100 (the “Tender Offer Consideration”), plus (ii) an amount equal to U.S. $30 (the “Early Tender Fee”) and
  • in the case of Existing Notes tendered and related Consents delivered after the Early Tender and Consent Time, but at or prior to the Expiration Time, the Tender Offer Consideration.

The terms and conditions of the Tender Offer and Consent Solicitation are set forth in the Offer to Purchase. The Company may amend, extend or terminate the Tender Offer and Consent Solicitation.

Settlement

The Company expects that payment for all Existing Notes validly tendered at or prior to the Early Tender and Consent Time and accepted by the Company will be made on or about August 1, 2012 (the “Early Settlement Date”).

Payment for all Existing Notes validly tendered after the Early Tender and Consent Time and at or prior to the Expiration Time and accepted by the Company will be made on the business day the Company selects promptly following the Expiration Time or the business day on which the Company waives the conditions to consummation of the Tender Offer and Consent Solicitation (the “Final Settlement Date”). The Company expects the Final Settlement Date (subject to any extension of the Expiration Time) to be on or about August 15, 2012.

J.P. Morgan Securities LLC (telephone: 1-866-846-2874) is the dealer manager for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation (telephone: 1-866-795-2200, banks and brokers: 1-212-430-3774) has been appointed as the depositary and information agent for the Tender Offer and Consent Solicitation.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of tenders or consents with respect to any Existing Notes or other securities. The Tender Offer and the Consent Solicitation are being made solely pursuant to the Offer to Purchase.

The Tender Offer and Consent Solicitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction in which the Tender Offer and Consent Solicitation is required to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, the Tender Offer and Consent Solicitation will be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.

Forward-Looking Statements:

This release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase.

www.petrotemex.com

SOURCE Grupo Petrotemex, S.A. de C.V.

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