Sanluis subsidiary ends tender for 8% notes

New York, July 15 - Rep Uno, SA de CV said it abandoned the tender offer and consent solicitation for the 8% guaranteed notes due 2010 issued by parent company Sanluis Co-Inter SA.

Some certain conditions to the offer have not been met, the company said.

No notes will be purchased and tendered securities will be returned promptly.

The tender offer and consent solicitation were both slated to expire on July 15.

At the previous announcement on April 8 the offer was extended and Rep Uno amended the terms to give holders of tendered 8% notes withdrawal rights from April 8 through midnight ET on April 22.

Originally, the tender offer was set to expire on Nov. 6. It was later extended to Dec. 7, to Feb. 7 and to April 7.

The consent deadline was originally set for Oct. 23 before being moved to Oct. 26, to Nov. 6, to Feb. 7 and to April 7.

The company launched the tender offer on Oct. 10.

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

As of Nov. 6, noteholders had submitted tenders and consents for $44.23 million, or 95%, of the 8% notes.

On Oct. 29, Rep Uno said it had received consents from holders of 92% of the 8% notes and that 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.

Because of the later expiration date, the company previously said it would 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.

Rep Uno increased the payout from $1,250.34 on Oct. 24.

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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