Grupo TMM plans exchange offer for 9½% '03 and 10¼% '06 notes

Grupo TMM SA de CV said on Thursday (Aug. 29) that it intends to offer to exchange new debt securities for all of its outstanding 9½% senior notes due 2003 and 10¼% senior notes due 2006. The exchange offers are being undertaken consistent with its previously announced plan to extend the company's debt maturities and obtain additional financial flexibility.

TMM said that the terms of the planned exchange, including the interest rate of the new debt securities, have not been finalized, but the securities are expected to be senior unsecured debt of Grupo TMM maturing in 2009. In addition, the new debt securities will be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV, a newly-formed, wholly-owned subsidiary of Grupo TMM, which will indirectly hold all of its parent's approximately 51% voting and 38.4% effective economic interest in another subsidiary, Grupo TFM SA de CV, through which Grupo TMM conducts its rail operations.

In connection with the exchange offers, Grupo TMM also expects to solicit consents from the holders of the outstanding 9½% and 10¼% notes, seeking to amend or eliminate certain of the covenants contained in notes' indentures. Holders who tender notes and give their consents prior to the deadline established for the consent solicitation will be entitled to receive a cash consent fee. The amendments will only become effective upon completion of the exchange offers. The exchange offers and consent solicitations will be described in detail the official offering material.

Grupo TMM did not formally set down a timetable for the proposed exchange offers and related consent solicitations, other than that the exchange offers would begin once the company has completed its regulatory filings and obtained all necessary governmental authorizations. The exchange offers are expected to be completed early in the fourth quarter. Grupo TMM has filed a registration statement relating to the exchange offers with the U.S. Securities and Exchange Commission, and expects to commence the offers as soon as practicable after the registration statement is declared effective and it has obtained the necessary authorizations from the Comision Nacional Bancaria y de Valores de Mexico.

AS PREVIOUSLY ANNOUNCED, Grupo TMM, a Mexico-City-based provider of land and ocean transportation services, along with Kansas City Southern (jointly, owners of the controlling interest in Mexican railroad operator Grupo Transportacion Ferroviaria Mexicana, SA de CV, or Grupo TFM) said on May 9 that TFM had amended its pending consent solicitation to the holders of its 10¼% senior notes and its 11¾% senior discount debentures, both due 2009. Grupo TFM was seeking consents to proposed changes in the indentures of both series of debt. The offering parties said that if the conditions to the consent solicitation were met, Grupo TFM would pay holders granting consents a cash fee of US$30 per US$1,000 principal amount of the notes (and said it would offer no other consideration for consents). Holders not granting consents would not receive any fee, but would still be bound by the amendments, if adopted. The companies said that all holders of record as of April 11 would be eligible to participate in the consent solicitation, with all previous restrictions to participation having been removed. They initially set the deadline for the solicitation for 5 p.m. ET on May 20 (although this was subsequently extended). The companies said the consent solicitation was subject to specified conditions, which were outlined at length in the official amended and restated consent solicitation statement dated May 9. On May 17, Grupo TMM and Kansas City Southern said that the consent solicitation had been amended again, although they did not elaborate on the changes in their news release, instead merely noting that they were outlined in an amended consent solicitation statement. The companies also said that the deadline for the solicitation was extended to 5:00 pm ET on May 21, subject to possible further extension, from May 20 previously. On May 21, Grupo TMM and Kansas City Southern announced the successful completion of the consent solicitation, which expired as scheduled at 5 p.m. ET on May 21 without further extension. As of the expiration, holders of a majority of each class of notes had delivered consents to the indenture amendments. Documentation was available through Mellon Investor Services LLC (call toll-free at 800 636-8927; banks and brokers call 917 320-6286).

Claxson again extends exchange offer for Imagen 11% '05 notes

Claxson Interactive Group Inc. said on Wednesday (Aug. 28) that it had again extended its previously announced offer to exchange new debt for the existing 11% senior notes due 2005 of its Imagen Satelital SA subsidiary, as well as the related solicitation of noteholder consents to proposed indenture changes. The offer was extended to 5 p.m. ET on Aug. 30, subject to possible further extension, from the previous deadline of Aug. 28. The consent solicitation deadline was also again extended to coincide with the offer expiration. As of 5 p.m. ET on Aug. 28, Claxson had received tenders from holders of approximately $8.1 million principal amount of the outstanding Imagen existing notes, unchanged from the amount which had been exchanged by Aug. 14, as outlined in its previous extension announcement.

AS PREVIOUSLY ANNOUNCED, Claxson, a Buenos Aires, Argentina-based multimedia company providing branded Spanish- and Portuguese-language entertainment content, said on June 28 that it had begun an exchange offer and related consent solicitation for all $80 million of Imagen's 11% notes, under which it would offer $410 of its new 7.25% senior notes due 2010 per $1,000 principal amount of the existing Imagen notes. Claxson also said that it was soliciting proxies from holders of the existing notes to vote in favor of the proposed amendments to the notes' indenture, and was offering a consent payment equal to $10 per $1,000 principal amount to holders of the existing notes tendering them by the original consent payment deadline of 5 p.m. ET on July 18, although this was subsequently extended. Claxson initially set 5 p.m. ET on July 31 as the exchange offer expiration deadline, although this also was subsequently extended.

It said the exchange offer would be conditioned upon the receipt of tenders of at least 95% of the outstanding principal amount of the existing Imagen notes, as well as the approval by the Argentine government Comision de Valores of the public offering of the newly issued notes in Argentina, as well as other customary conditions.

Claxson said that the new notes will not be registered for unlimited public trading under the U.S. Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and accredited investors in private transactions and to persons outside the Unites States in off-shore transactions, as defined by the Act. The new notes will be listed on the Buenos Aires Stock Exchange.

On Aug. 1, Claxson Interactive Group said it was extending the exchange offer and consent solicitation for the Imagen 11% notes to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 31 deadline. As of 5 p.m. ET on July 31, Claxson had received tenders from the holders of approximately $7.7 million of the outstanding existing notes. Claxson also said that it continues to solicit proxies in favor of proposed indenture changes from the holders of the existing notes, extending the consent payment expiration date to 5 p.m. ET on Aug. 14, subject to possible further extension, from the original July 18 consent deadline; the extended consent deadline would thus coincide with the actual expiration of the tender offer itself. It said that holders who have already tendered their existing notes, or those who tender them by the extended Aug. 14 deadline and who do not withdraw their tenders, would be entitled to receive the consent payment. On Aug. 15, Claxson again announced that the offer had been extended, to 5 p.m. ET on Aug. 28.

Claxson said it was in active discussions with the holders of the existing notes who had not yet tendered, with the goal of obtaining full participation. It further said that except for the extension of the expiration date and consent payment expiration date, all other terms and provisions of the exchange offer remained the same. D.F. King & Co.(contact Tom Long at 212 493-6920 is the information agent for the exchange. Banco Rio de la Plata (contact Eduardo Rodriguez Sapey at 011 5411 4341 1013 in Buenos Aires) is the Argentina Trustee and Rep. Exchange Agent.

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