Servicios Corporativos Javer, S.A.P.I. de C.V. Announces That a Majority of Consents Have Been Received From Holders of Its 13.0% Senior Notes Due 2014

November 10, 2009 8:00 AM EST

MONTERREY, Mexico, Nov. 10 /PRNewswire/ -- Servicios Corporativos Javer, S.A.P.I. de C.V. (the "Company"), a sociedad anonima promotora de inversion de capital variable (an investment promotion variable capital corporation) organized under the laws of Mexico, solicited consents (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated October 28, 2009 (the "Consent Solicitation Statement") and in the related Consent Letter (the "Consent Letter"), to a waiver of the change of control provisions of and amendment to (together, the "Waiver and Amendment") the Indenture, dated as of August 4, 2009 (the "Indenture"), among the Company, The Bank of New York Mellon, as Trustee (the "Trustee"), and the Subsidiary Guarantors party thereto (the "Guarantors"), pursuant to which the 13.0% Senior Notes due 2014 (CUSIP Nos. 81763TAA1, 81763TAB9 and P8585LAA0) (ISIN Nos. US81763TAA16, US81763TAB98 and USP8585LAA00) (the "Notes") were issued.

As of 5:00 p.m., New York City time, on November 9, 2009 (the "Consent Time"), valid consents from holders of a majority in aggregate principal amount of the outstanding Notes (the "Requisite Consents") had been received and not withdrawn. Since the Consent Time has occurred, holders may not revoke their consents. The Consent Solicitation will expire at 5:00 p.m., New York City time, on November 10, 2009 (the "Expiration Date").

On November 9, 2009, the Company, the Guarantors and the Trustee executed a supplemental indenture (the "Supplemental Indenture") to effect the Waiver and Amendment. However, on the terms and subject to the conditions of the Consent Solicitation, the Waiver and Amendment will not become operative until the Company pays the Consent Payment (as defined below) and delivers an officers' certificate to the Trustee certifying such payment has been made.

The Company launched the Consent Solicitation in connection with the intended sale of the Company's Series "A" and Series "B" shares representing 60% of the capital stock of the Company (the "Shares"). On October 24, 2009, the Company, Proyectos del Noreste, S.A. de C.V. (the "Parent Company"), which beneficially owns 99.99% of the Company's capital stock, and Mr. Salomon Marcuschamer Stavchansky, who owns 99.9% of the capital stock of the Parent Company, entered into a Stock Purchase Agreement (the "SPA," and the transactions contemplated by the SPA, the "Stock Purchase") with Southern Cross Latin America Private Equity Fund III, L.P., Gestora Metevco Holding Limitada y Compania en Comandita por Acciones, Degomex Holding, L.P., Evercore Mexico Capital Partners II, L.P. and ARVX Capital, S.A. de C.V. (collectively, the "Purchasers") and other parties thereto in connection with the sale of the Shares. Each of the Purchasers may appoint investment vehicles as designees to purchase their portion of the Shares. Upon consummation of the Stock Purchase, it is anticipated that the Purchasers, and/or their designees, will own capital stock representing 60% of the Voting Stock (as defined in the Indenture) of the Company. The closing of the Stock Purchase is conditioned on the consummation of the Consent Solicitation, approval from Mexican Regulatory Authorities and other customary conditions. The Stock Purchase is expected to close in November 2009. However, closing may be delayed or not occur at all.

By providing the Requisite Consents, holders have agreed to (i) waive the Company's obligation under the Indenture to make a Change of Control Offer (as defined in the Indenture) in connection with the Stock Purchase and (ii) amend the Indenture to provide that the Purchasers and/or their respective affiliates, Southern Cross Capital Partners III, L.P. and/or its affiliates, Evercore Mexico Partners II, L.P. and/or its affiliates and ARVX Capital, S.A. de C.V. and/or its affiliates, investment funds or vehicles managed, sponsored or advised, directly or indirectly, by Southern Cross Capital Partners III, L.P., Evercore Mexico Partners II, L.P. or ARVX Capital, S.A. de C.V., or any of their respective affiliates, and any limited or general partners of, or other investors in, any of the entities referred to in the foregoing and their respective affiliates will be "Permitted Holders" under the Indenture.

Following the satisfaction of the conditions contained in the Consent Solicitation Statement, the Company will pay, prior to the consummation of the Stock Purchase, to the Information Agent for transmission to each holder who has validly delivered (and has not revoked) a valid consent on or prior to the Expiration Date in respect of such Notes, $2.50 for each $1,000 in principal amount of such Notes (the "Consent Payment").

In the event that all conditions to the consummation of the Stock Purchase, including payment of any consideration pursuant to the Stock Purchase Agreement and other than the consummation of the Consent Solicitation, have not been met or waived, the Consent Payment will not be paid or become payable to the holders who have validly delivered consents in connection with the Consent Solicitation, and the Waiver and Amendment will not become operative.

The Company engaged Credit Suisse and BofA Merrill Lynch to act as the Solicitation Agents for the Consent Solicitation, and Global Bondholder Services Corporation to act as the Information Agent for the Consent Solicitation.

Any questions or requests for assistance regarding the Consent Solicitation may be made to Credit Suisse at (800) 820-1653 (toll-free) or (212) 538-1861 (collect), or BofA Merrill Lynch, at (888) 292-0070 (toll-free) or (646) 855-3401 (collect). Questions or requests for assistance or additional copies of the Consent Solicitation Statement, the Consent Letter and related documents may be directed to Global Bondholder Services Corporation at (866) 387-1500 (toll-free) (bankers and brokers call collect at (212) 430-3774).

The Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release is for informational purposes only and is not a solicitation of consents. The Consent Solicitation is only being made pursuant to the Consent Solicitation Statement and the related Consent Letter. The Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making of the Consent Solicitation or the acceptance of consents would not be in compliance with the laws of such jurisdiction. The Consent Solicitation is not extended to any person (natural or legal) resident in the Republic of Italy. The Consent Solicitation is not being made, directly or indirectly, in the Republic of Italy. The Consent Solicitation, the Consent Solicitation Statement and the Consent Letter have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, neither the Consent Solicitation Statement (or any part thereof) nor the Consent Letter, or any other documents or materials relating to the Consent Solicitation may be distributed or made available in the Republic of Italy. The Consent Solicitation is being made only to specified eligible holders of Notes, as set forth in the Consent Solicitation Statement. Restrictions on the Consent Solicitation may also apply in other jurisdictions. The Consent Solicitation is not being made to, and consents by holders will not be accepted from, any person in any jurisdiction that requires that the Consent Solicitation or the distribution of the Consent Solicitation Statement and the Consent Letter be made by a licensed broker or dealer.

About the Company

The Company is one of the largest privately-owned housing development companies in Mexico, and specializes in the construction of affordable entry-level, middle-income and residential housing in Mexico. Headquartered in Monterrey, Nuevo Leon, Mexico, the Company started operations in 1973 and is currently the leading housing developer in terms of number of units sold in northeastern Mexico. For additional information, visit the Company's website at http://www.javer.com.mx.

Forward-Looking Statements

This press release contains statements about future events that are subject to different risks and uncertainties; it is important to note that past results do not assure or guarantee the behavior of future results. There are a significant number of factors that may cause real results to materially differ from plans, objectives, expectations, estimations and intentions expressed, such as declarations about future events. Servicios Corporativos Javer, S.A.P.I. de C.V. does not assume any obligation to update any of the declarations as a result of new information, future actions or other related events.

SOURCE Servicios Corporativos Javer, S.A.P.I. de C.V.

Related Categories

Press Releases

Stocks Mentioned

Related Entities

• Credit Suisse
• Merrill Lynch
• Banc of America

Add Your Comment

Name

Subject

Body

Verification can't see the text?
click here to refresh the image.
what's this?