Grupo Famsa in Tender Offer and Bond Issuance

June 12, 2013

Cleary Gottlieb represented Credit Suisse Securities (USA) as dealer manager in a cash tender offer and as consent solicitation agent in a concurrent consent solicitation by Grupo Famsa. The tender offer to purchase Grupo Famsa’s 11.0% Senior Notes due 2015 and the consent solicitation launched on May 15 and the early tender period expired on May 29. The final tender deadline was June 12. During the early tender period, Grupo Famsa received tenders and consents with respect to $160.1 million principal amount of the 2015 Notes, or approximately 80.07% of the aggregate principal amount outstanding. The consents received exceeded the amount needed to approve the proposed amendments to the indenture, which included the elimination of most of the restrictive covenants and certain events of default and the shortening of the minimum notice period to holders required for a redemption. The tender offer and consent solicitation settled on May 31 with respect to the early tender period, and it is expected to settle on a date Grupo Famsa selects promptly following the final tender deadline with respect to any additional notes tendered and consents received.

Cleary Gottlieb also represented Credit Suisse Securities (USA) and Citigroup Global Markets as initial purchasers in a bond offering by Grupo Famsa of the company’s $250 million 7.250% Senior Notes due 2020. The offering priced on May 23 and closed on May 31.

Grupo Famsa is a leading Mexican and U.S. retailer of household appliances, furniture, clothing, cellular telephones and other durable consumer products, targeting the middle and lower-middle segments of Mexico’s and the U.S. Hispanic populations. The group owns and operates 380 stores and 11 distribution centers with a total selling area in stores of approximately 5.3 million square feet, including 355 stores in 82 cities throughout Mexico and 25 stores in two U.S. states: Texas and Illinois.