Grupo Famsa’s Exchange Offer and Consent Solicitation

Cleary Gottlieb is representing Credit Suisse Securities (USA) LLC as financial advisor in an offer by Grupo Famsa S.A.B. de C.V. (Grupo Famsa) to exchange newly issued 9.75% senior secured notes due 2024 for any and all of its outstanding unsecured 7.25% senior notes due 2020.

The new notes will be secured by a first-priority lien on the capital stock of Grupo Famsa’s U.S. subsidiaries, the intercompany indebtedness of Grupo Famsa’s U.S. subsidiaries (other than intercompany indebtedness among Grupo Famsa’s U.S. subsidiaries), and the proceeds of such capital stock and intercompany indebtedness. Concurrently with the exchange offer, Grupo Famsa is also soliciting consents from the eligible holders of the existing notes to certain proposed amendments to the indenture governing the existing notes, which would eliminate substantially all of the restrictive covenants and certain events of default, among other things.

The exchange offer and consent solicitation launched on October 28, 2019, and are scheduled to expire on November 25, 2019. Consummation of the exchange offer is conditioned upon, among other things, the valid tender, without subsequent withdrawal, of at least $112 million, or 80%, of the aggregate principal amount of the existing notes.

Grupo Famsa is a leading Mexican and U.S. retailer of furniture, electronics, household appliances, cellular telephones, computers, motorcycles, clothing, and other durable consumer products, targeting the middle and lower-middle class population in Mexico and the U.S. Hispanic population. The group owns and operates 402 stores and 11 distribution centers, including 380 stores in 90 cities throughout Mexico and 22 stores in Texas and Illinois.