Eventos Relevantes

Eventos Relevantes
FECHA: 04/07/2012
BOLSA MEXICANA DE VALORES, S.A.B. DE C.V., INFORMA:
CLAVE DE COTIZACIÓN
POSADAS
RAZÓN SOCIAL
GRUPO POSADAS, S.A.B. DE C.V.
LUGAR
Mexico D.F.
ASUNTO
Constitución de hipoteca para las obligaciones convertibles
EVENTO RELEVANTE
Grupo Posadas anuncia que quedo constituida la hipoteca para (i) el cumplimiento de las obligaciones de hacer de Posadas
conforme al Acta de Emisión respecto de las Obligaciones Convertibles, (ii) que los tenedores de los Certificados Bursátiles
POSADAS 08 y los "9.25% Senior Notes Due 2015" compartan, a prorrata con los tenedores de las Obligaciones, los recursos
que se obtengan en caso de la ejecución de la garantía constituida por el Acreedor Hipotecario, en los términos señalados en la
escritura de constitución de Hipoteca.
***
Grupo Posadas informs that the Mortgages have been implemented for (i) compliance of the affirmative covenants that Posadas
assumed in the Indenture of the Convertible debentures, (ii) that the holders of the Securities; Certificados Bursátiles "POSADAS
08" and the "9.25% Senior Notes Due 2015" will share, on a pro-rata basis with the holders of the debentures, the proceeds that
are obtained from the foreclosure of the Mortgages, if such Mortgages are foreclosed by the Noteholders, in agreement to the
terms and conditions of the said Mortgage.
Bolsa Mexicana de Valores S.A.B. de C.V.
1
Courtesy summary English translation
INDENTURE FOR THE ISSUANCE OF SUBORDINATED NOTES MANDATORILLY
CONVERTIBLE INTO SERIES A SHARES OF GRUPO POSADAS, S.A.B. DE C.V.
Mexico, Federal District, on March 27, 2012, I, Roberto Núñez y Bandera, public
notary number 1 of the Federal District, duly attest:
The issuance of subordinated notes mandatorily convertible into Series A
common, registered, no par value shares, representing the capital stock of Grupo
Posadas, S.A.B. de C.V. (each one of the notes, as long as such notes have not been
converted, shall be referred to as a “Note” and, together, the “Notes”, and the company
shall be referred to as “Grupo Posadas” or the “Company”), that the Company
undertakes through by unilateral declaration of intent, represented by its attorney in
fact, Mr. José Carlos Azcárraga Andrade, with the appearance of Banco Nacional de
México, S.A., Integrante del Grupo Financiero Banamex, acting as common
representative for the holders of the Notes (the “Common Representative”),
represented by Laura Berenice Pereda Díaz and Eunice Barrera Montañez, and with the
appearance of Banco Nacional de México, S.A., Integrante del Grupo Financiero
Banamex, represented by Laura Berenice Pereda Díaz and Eunice Barrera Montañez,
acting as conversion agent (the “Conversion Agent”), according to the terms of the
following Recitals, Representations and Clauses:
...
CLAUSES
FIRST. DEFINITIONS.
…
“Issuance Date” means March 27, 2012.
…
“Mortgages” means the mortgages granted in favor of the holders of the Tranche
A Notes or in favor of the holders of the Tranche B Notes, as may be required.
…
“Note” and “Notes” shall have the meaning set forth in the Recitals of this
Indenture, provided that this term includes both the Tranche A Notes and the Tranche B
Notes.
“Par Value per Note” means MX$100.00 (one hundred pesos 00/100 M.N.).
…
“Series A Shares” means the 183,257,227 (one hundred eighty -three million two
hundred fifty -seven thousand two hundred twenty -seven) series A common,
registered, no par value shares, representing the fixed portion of the capital stock of
Grupo Posadas, into which the Notes may be converted, which once distributed, shall
correspond to full voting and economic rights, in accordance with the bylaws of Grupo
Posadas that are in force from time to time, issued by resolution of the Shareholders´
Meeting, which have been deposited in the treasury of Grupo Posadas to be used
exclusively and mandatorily for the conversion of all of the Notes, provided that this
definition shall include any series A shares that Grupo Posadas may issue in the future,
for the purpose of permitting that the Notes be converted.
…
“Tranche A Notes” means the notes issued under this Indenture, in an amount
equal to MX$679,172,000.00 (six hundred seventy -nine million one hundred seventy two thousand pesos 00/100 M.N.).
“Tranche B Notes” means the notes issued under this Indenture, in an amount
equal to MX$220,828,000.00 (two hundred twenty -million eight hundred twenty -eight
thousand pesos 00/100 M.N.).
…
“Securities” means, together, the certificados bursátiles traded on the Mexican
Stock Exchange, which may be identified by the ticker POSADAS 08, and the 9.250%
Senior Notes due 2015, both issued by Grupo Posadas.
…
SECOND. ISSUANCE OF THE NOTES, SUBORDINATION, GUARANTEES, PLACEMENT,
REGISTERED NOTES REGISTRY BOOK.
(a) Grupo Posadas, subject to the terms and conditions set forth in this
Indenture, by unilateral declaration of intent, and in the form and terms specified in
Chapter V, Title First, of the General Law of Negotiable Instruments and Credit
Transactions (Ley General de Títulos y Operaciones de Crédito), hereunder issues the
following:
1) 6,791,720 (six million seven hundred ninety -one seven hundred twenty)
Tranche A Notes, which are registered and each has a par value equal to the
Par Value per Note and, as a consequence, with a total par value of
MX$679,172,000.00 (six hundred seventy -nine million, one hundred seventy two thousand pesos 00/100 M.N.), and
2) 2,208,280 (two million two hundred eight thousand two hundred eighty)
Tranche B Notes, which are registered and each has a par value equal to the
Par Value per Note, and, as a consequence, with a total par value of
MX$220,828,000.00 (two hundred twenty million eight hundred twenty eight
thousand pesos 00/100 M.N.).
...
(c) The Notes will be subordinated to all of the Company´s liabilities and
starting on the date of their conversion into Series A Shares, if applicable, the Series A
Shares into which the Notes will be converted shall have the same priority as the other
Series A Shares of Grupo Posadas.
(d) The Tranche A Notes shall be secured, simultaneously to the Issuance
Date or, if not possible, within a time period that will not exceed 60 (sixty) Business Days
counted from the Issuance Date, by Mortgages in respect of the real estate described in
Appendix F, exclusively in connection with the performance of the affirmative
covenants that apply to Grupo Posadas under this Indenture, provided that (i) the
Noteholders agree, solely as a result of the purchase of Notes, to share, on a pro-rata
basis with the holders of Securities, the proceeds that are obtained from the foreclosure
of the Mortgages, if such Mortgages are foreclosed by the Noteholders, but without the
holders of the Securities, directly or through the common representative or the
indenture trustee, as the case may be, having the right to initiate the foreclosure,
foreclose or cause the foreclosure of such Mortgages or to exercise any other right
arising from what is set forth in the Mortgages, provided, further, that the Mortgages
referred to in this subsection (i) will be without effect, in the event Grupo Posadas is
declared in concurso mercantil by a competent judicial authority and the retroactive
date is set on a date that occurs before the date when the Mortgages were granted, (ii)
the Mortgages and the agreement to share proceeds by the Noteholders shall be
canceled, both for the Noteholders and for the holders of Securities, automatically and
without the need for any other action, in the event of conversion of the Notes pursuant
to the terms of this Indenture, and (iii) in the event of prepayment of the Notes under
this Indenture, Grupo Posadas agrees (x) as long as the Securities shall remain
outstanding, not to encumber, in any manner, for the benefit of any creditor, the real
estate subject matter of the Mortgages, but may, nevertheless, sell such real estate, as
long as Grupo Posadas applies the proceeds of the sale for the payment of any existing
liabilities or other obligations then in effect or for the acquisition of assets that are to be
used in its ordinary course of business, or (y) if in the opinion of an independent third
party, Grupo Posadas shall be solvent on the date of prepayment, to undertake all
action that is within its control, so that the Mortgages granted in favor of the holders of
Securities outstanding under the terms of this section (d), remain in effect to secure,
pro-rata among the holders of Securities then outstanding, the satisfaction of the
obligations of Grupo Posadas in favor of such holders of Securities, precisely under the
terms of the documents that govern such Securities, including using efforts for the
appointment of a collateral agent and that the terms for exercising rights under such
subsisting Mortgages be agreed upon, under the understanding that the fees and
expenses related to the subsistence of the Mortgages shall be borne by the holders of
the Securities, including the fees of the fees of the collateral agent, provided, further,
that the subsisting Mortgages referred to in this subsection (iii) shall cease to be
effective, in the event Grupo Posadas is declared in concurso mercantil by a competent
judicial authority and the retroactive date is set on a date that occurs before the date
when the Mortgages were granted.
(e) The Tranche B Notes shall be secured, simultaneously to the Issuance
Date or, if not possible, within a time period that will not exceed 60 (sixty) Business Days
counted from the Issuance Date, by Mortgages in respect of the real estate described in
Appendix G, exclusively in connection with the performance of the affirmative
covenants that apply to Grupo Posadas under this Indenture, provided that (i) the
Noteholders agree, solely as a result of the purchase of Notes, to share, on a pro-rata
basis with the holders of Securities, the proceeds that are obtained from the foreclosure
of the Mortgages, if such Mortgages are foreclosed by the Noteholders, but without the
holders of the Securities, directly or through the common representative or the
indenture trustee, as the case may be, having the right to initiate the foreclosure,
foreclose or cause the foreclosure of such Mortgages or to exercise any other right
arising from what is set forth in the Mortgages, provided, further, that the Mortgages
referred to in this subsection (i) will be without effect, in the event Grupo Posadas is
declared in concurso mercantil by a competent judicial authority and the retroactive
date is set on a date that occurs before the date when the Mortgages were granted, (ii)
the Mortgages and the agreement to share proceeds by the Noteholders shall be
canceled, both for the Noteholders and for the holders of Securities, automatically and
without the need for any other action, in the event of conversion of the Notes pursuant
to the terms of this Indenture, and (iii) in the event of prepayment of the Notes under
this Indenture, Grupo Posadas agrees (x) as long as the Securities shall remain
outstanding, not to encumber, in any manner, for the benefit of any creditor, the real
estate subject matter of the Mortgages, but may, nevertheless, sell such real estate, as
long as Grupo Posadas applies the proceeds of the sale for the payment of any existing
liabilities or other obligations then in effect or for the acquisition of assets that are to be
used in its ordinary course of business, or (y) if in the opinion of an independent third
party, Grupo Posadas shall be solvent on the date of prepayment, to undertake all
action that is within its control, so that the Mortgages granted in favor of the holders of
Securities outstanding under the terms of this section (e), remain in effect to secure,
pro-rata among the holders of Securities then outstanding, the satisfaction of the
obligations of Grupo Posadas in favor of such holders of Securities, precisely under the
terms of the documents that govern such Securities, including using efforts for the
appointment of a collateral agent and that the terms for exercising rights under such
subsisting Mortgages be agreed upon, under the understanding that the fees and
expenses related to the subsistence of the Mortgages shall be borne by the holders of
the Securities, including the fees of the fees of the collateral agent, provided, further,
that the subsisting Mortgages referred to in this subsection (iii) shall cease to be
effective, in the event Grupo Posadas is declared in concurso mercantil by a competent
judicial authority and the retroactive date is set on a date that occurs before the date
when the Mortgages were granted.
(f) Grupo Posadas shall place the Notes in a private offering, through a private
offering pursuant to the terms of Article 8, Section II, of the Securities Market Law (Ley
del Mercado de Valores), pro-rata with respect to the Tranche A Notes and the Tranche
B Notes, directed to all the shareholders that are such on March 12, 2012, under the
terms of the Offer Notice attached hereto as Appendix H (as such shall have been
modified to make any necessary or convenient clarifications, the “Offer Notice”),
regardless of whether on such date such shareholders hold of Series A shares or Series L
shares.
…
FOURTEEN. AFFIRMATIVE COVENANTS.
While the Notes shall be in effect, Grupo Posadas covenants and agrees to:
…
(c)
Obligations in respect of Series A Shares. Perform all action necessary, of
any nature, to (i) maintain sufficient Series A Shares to permit the conversion of the
Notes, using as basis the Conversion Ratio (including as a result of any of the
adjustments agreed in Clause Thirteenth), (ii) the Series A Shares delivered upon
conversion of any of the Notes on any Conversion Date, be duly registered with the
National Securities Registry (Registro Nacional de Valores) and listed on the Mexican
Stock Exchange (Bolsa Mexicana de Valores), and (iii) deposit or arrange the deposit at
S.D. Indeval Institución para el Depósito de Valores, of the securities evidencing the
Series A Shares, so that Noteholders may convert any Notes and receive them at
accounts maintained with a brokerage firm or banking institution that is a member of
S.D. Indeval Institución para el Depósito de Valores.
APPENDIX F
LIST OF REAL ESTATE THAT WILL SECURE TRANCHE A
REAL ESTATE
DESCRIPTION
OWNER
ACTUAL LIENS
HOTEL FIESTA INN
AEROPUERTO
CIUDAD DE MÉXICO
BOULEVARD
AEROPUERTO NO.
502, COL.
MOCTEZUMA
SEGUNDA SECCIÓN,
DELEGACIÓN
VENUSTIANO
CARRANZA, C.P.
15530, MÉXICO,
DISTRITO FEDERAL.
BENEFICIAL
OWNERSHIP
(USUFRUCTUARIO):
GRAN
INMOBILIARIA
POSADAS, S.A. DE
C.V.
OWNER (NUDA
PROPIETARIA):
OPERADORA DEL
GOLFO DE MÉXICO,
S.A. DE C.V.
MORTGAGED IN
FAVOR OF BANCO
SANTANDER
MÉXICO, S.A.
HOTEL FIESTA
AMERICANA
GUADALAJARA
AURELIO ACEVES
NO. 225, COLONIA
VALLARTA
PONIENTE, C.P.
44110, MUNICIPIO
DE GUADALAJARA,
ESTADO DE JALISCO.
BENEFICIAL
OWNERSHIP
(USUFRUCTUARIO):
GRAN
INMOBILIARIA
POSADAS, S.A. DE
C.V.
OWNER (NUDA
PROPIEDAD):
OPERADORA DEL
GOLFO DE MÉXICO,
S.A. DE C.V.
MORTGAGED IN
FAVOR OF BANCO
NACIONAL DE
MÉXICO, S.A.
APPENDIX G
LIST OF REAL ESTATE THAT WILL SECURE TRANCHE B
REAL ESTATE
DESCRIPTION
OWNER
ACTUAL LIENS
HOTEL FIESTA INN
TLANEPANTLA
UNIDAD HOTELERA
DEL CENTRO
EJECUTIVO
TLALNEPANTLA,
SOR JUANA INÉS DE
LA CRUZ NO. 20,
COLONIA CENTRO,
C.P. 54000,
MUNICIPIO DE
TLALNEPANTLA,
ESTADO DE
MÉXICO.
BENEFICIAL
OWNERSHIP
(USUFRUCTUARIO):
GRAN
INMOBILIARIA
POSADAS, S.A. DE
C.V.
OWNER (NUDA
PROPIETARIA):
OPERADORA DEL
GOLFO DE MÉXICO,
S.A. DE C.V.
MORTGAGED IN
FAVOR OF BANCO
DEL BAJÍO, S.A.
HOTEL FIESTA
AMERICANA
HACIENDA
GALINDO
CASC DE LA
EXHACIENDA DE
GALINDO,
CARRETERA A
AMEALCO Km. 5,
C.P. 76820, SAN
JOSÉ GALINDO,
MUNICIPIO DE SAN
JUAN DEL RÍO,
ESTADO DE
QUERÉTARO
BENEFICIAL
OWNERSHIP
(USUFRUCTUARIO):
GRAN
INMOBILIARIA
POSADAS, S.A. DE
C.V.
OWNER (NUDA
PROPIETARIA):
OPERADORA DEL
GOLFO DE MÉXICO,
S.A. DE C.V.
IN PROCESS OF
REGISTRY OF TRUST
REVERSION WITH
BANCO NACIONAL
DE COMERCIO
EXTERIOR, S.N.C.