Sanluis unit extends tender for 8% notes, terminates 8 7/8% notes, euro commercial paper offers

By Jennifer Chiou

New York, Feb. 8 - Rep Uno, SA de CV said it once more extended the tender offer and consent solicitation for the 8% guaranteed notes due 2010 issued by Sanluis Co-Inter SA.

The company said that it is terminating the tender offers for the 8 7/8% notes due 2008 and euro commercial paper notes issued by parent company Sanluis Corp. SAB de CV.

The consent solicitation and tender offer for the 8% notes now ends on April 7, extended from midnight ET on Feb. 7. The tender offers were slated to expire at midnight ET on Dec. 7, previously extended from midnight ET on Nov. 6, and the consent deadline was extended from Nov. 6 and, previously, from Oct. 26 and Oct. 23.

As previously reported, the deadline to receive the early tender payment for the 8% notes - previously extended to midnight ET on Dec. 7 so that all holders who tendered these securities would receive the additional amount - was not extended.

On Oct. 29, Rep Uno said it had received consents from holders of 92% of the 8% notes and said it expected the issuer to execute a supplemental indenture before the expiration of the tender offer. The supplemental indenture will eliminate substantially all of the restrictive covenants and some events of default from the note indenture.

The company began the tender offers and consent solicitation on Oct. 10.

Because of the later expiration date, the company said it will amend the purchase price from and after March 15 to reflect the interest payment for the notes. The previously reported payout for each $1,000 principal amount of 8% notes is $1,353.20, or 94.15% of the accreted principal amount. The payout includes the early tender payment of $71.86, or 5%. Investors will also receive accrued interest.

The payout for each $1,000 principal amount of 8 7/8% notes would have been $780.00, and the payout for each $1,000 principal amount of euro commercial paper would have been $450.00.

On Oct. 24, the company increased the payouts for the 8% notes and 8 7/8% notes from $1,250.34 and $450, respectively.

The maximum amount that Rep Uno would have needed to pay to settle the offers will be $74.6 million, assuming a settlement date of Nov. 8.

As of Nov. 6, noteholders had submitted tenders and consents for $44.23 million, or 95%, of the 8% notes, tenders for $3.79 million, or 62%, of the 8 7/8% notes and tenders for $3.2 million, or 66%, of the euro commercial paper notes.

The previous extension was announced on Nov. 7.

Morgan Stanley & Co. Inc. (212 761-5384 or 800 624-1808) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (212 430-3774 or 866 873-5600) is the information agent.

Sanluis is a Mexico City-based auto parts manufacturer.

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