Mexico’s Financiera Independencia begins exchange offer, consent solicitation

By Mary-Katherine Stinson

Lexington, Ky., Jan. 24 – Financiera Independencia, SAB de CV launched an any-and-all exchange offer to swap its $161,637,000 outstanding 8% senior notes due 2024 (ISIN: USP4173SAF13, US31770BAC28) for newly issued 10% step-up senior notes due 2028, according to a press release.

Simultaneously, the company is also soliciting consents to eliminate substantially all the restrictive covenants and certain events of default and related provisions under the indenture governing the existing notes.

The offer is only open to Regulation S noteholders.

The withdrawal and revocation deadline is 5 p.m. ET on Feb. 3 which is also the early expiration date.

Holders who tender their notes by the early expiration date will receive $800 principal amount of step-up notes and a cash payment of $210 per each $1,000 of principal of the existing notes that were tendered and accepted. The total exchange consideration includes a cash exchange premium of $10 per $1,000 existing notes.

Holders tendering after the early deadline will receive $800 principal amount of step-up notes and a cash payment of $200 per each $1,000 of principal of the existing notes that were tendered and accepted.

Accrued interest will also be paid in both cases.

The newly issued step-up notes will mature on March 1, 2028.

The interest rate will step up to 12% from the initial 10% on March 1, 2026 and remain at that rate to maturity.

The new notes will be guaranteed jointly and severally by Apoyo Economico Familiar, SA de CV, Sofom, ENR, and Apoyo Financiero, Inc.

In the simultaneous consent solicitation, the proposed amendments require the consents of holders of a majority in aggregate principal amount of the outstanding existing notes excluding any existing notes held by the company or its affiliates.

Noteholders may not tender their notes without consenting to the proposed amendments. Tendering noteholders will be deemed to have given consent.

The exchange offer and related consent solicitation expires at 5 p.m. ET on Feb. 17.

The offer is conditioned on the satisfaction or waiver of several conditions, including board and shareholder approval of the new issue of step-up notes.

The settlement date of the exchange offer will correspond with the issuance date of the new notes.

D.F. King & Co., Inc. (888 478-5040, +1212 269-5550,findep@dfking.com, www.dfking.com/findep) will act as the information and exchange agent for the exchange offer and consent solicitation.

BCP Securities, Inc. will act as dealer manager in connection with the exchange offer and as solicitation agent in connection with the consent solicitation.

Financiera Independencia is a microfinance lender based in Mexico City.

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