Banco de Credito del Peru, Acting Through Its Panamanian Branch, Announces Expiration of Its Previously Announced Exchange Offer

LIMA, Peru, Oct. 25, 2011 /PRNewswire/ -- Banco de Credito del Peru, acting through its Panamanian branch (the "Company"), today announced the expiration of its offer to exchange any and all of its outstanding U.S.$120 million 6.95% Subordinated Notes due 2021 (CUSIP Nos. 05954TAA9 (Rule 144A) and P09645AA3 (Reg. S) and ISIN Nos. US05954TAA97 (Rule 144A) and USP09645AA37 (Reg. S)) (the "Existing Notes") held by Eligible Holders (as defined below) for newly issued U.S. dollar-denominated 6.875% Fixed-to-Floating Rate Subordinated Notes due 2026 (the "New Notes") (the "Exchange Offer").  

The terms and conditions of the Exchange Offer are set forth in an Exchange Offer and Consent Solicitation Statement dated September 26, 2011 (the "Exchange Offer and Consent Solicitation Statement") and the related letter of transmittal and consent.  

As of midnight, New York City time, on October 24, 2011 (the "Expiration Date"), the Company received as validly tendered and eligible for exchange U.S.$117,040,000 in aggregate principal amount of Existing Notes, as more fully set forth below.  The Company settled the Exchange Offer for these notes on October 13, 2011 (the "Early Exchange Settlement Date") and October 25, 2011 (the "Final Exchange Settlement Date") respectively.  

The table below indicates, among other things, the principal amount of Existing Notes tendered for New Notes issued by the Company:

(1) Per U.S.$1,000 principal amount of Existing Notes accepted for exchange.

(2) Per U.S.$1,000 principal amount of Existing Notes accepted for exchange.  The Early Participation Premium is included in the Total Exchange Price.

(3) Per U.S.$1,000 principal amount of Existing Notes accepted for exchange.  Amount assumes that an Eligible Holder received the Total Exchange Price or Exchange Price, as applicable, in New Notes.  If an Eligible Holder received a portion of the Total Exchange Price or Exchange Price, as applicable, as a cash payment in lieu of a fractional note (as described below), the amount paid in respect of accrued interest was adjusted accordingly.  

Eligible Holders who validly tendered Existing Notes for exchange prior to the Early Exchange Date received the Total Exchange Price (as described in the Exchange Offer and Consent Solicitation Statement). Eligible Holders who validly tendered Existing Notes for exchange after the Early Exchange Date, but on or prior to the Expiration Date, received the Exchange Price (as described in the Exchange Offer and Consent Solicitation Statement).  

All Eligible Holders whose Existing Notes were validly tendered and accepted for exchange also received a cash payment equal to the accrued and unpaid interest on their Existing Notes accepted for exchange from the last applicable interest payment date up to, but excluding, the applicable settlement date, less the amount of interest accrued on the New Notes from September 16, 2011, the date of the closing of the Company's recent offering of U.S.$350 million 6.875% Fixed-to-Floating Rate Subordinated Notes, to, but excluding, the applicable settlement date.  Cash in lieu of any fractional portion rounded down of a New Note was paid on the applicable settlement date based on the Total Exchange Price or the Exchange Price, as applicable.

The New Notes are direct, unsecured, subordinated obligations and rank pari passu without preference among themselves.  The New Notes bear interest of 6.875% per year to but excluding September 16, 2021, and from September 16, 2021 at a floating rate of three-month LIBOR plus 7.708% per year.  The New Notes will mature on September 16, 2026.  The New Notes constitute a further issuance of, form a single series with, and have the same CUSIP and ISIN numbers as, the 6.875% Fixed-to-Floating Rate Subordinated Notes due 2026 that the Company issued for cash on September 16, 2011.

The Exchange Offer was solicited only from holders of Existing Notes who properly completed, executed and delivered to the information and exchange agent an eligibility letter, whereby such holder represented that it was one of the following: (i) if in the United States, a "qualified institutional buyer," or "QIB," as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws, or (ii) if outside the United States, a person other than a "U.S. person," as that term is defined in Rule 902 under the Securities Act, or acquiring for the account of a U.S. person (other than as a distributor), and was acquiring New Notes in an offshore transaction in accordance with Rule 903 of Regulation S under the Securities Act (the "Eligible Holders").

The Exchange Offer and Consent Solicitation and the New Notes have not been and will not be registered under the Securities Act and the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  Any offer or sale of the New Notes in any member state of the European Economic Area which has implemented the Prospectus Directive must be addressed to qualified investors (as defined in the Prospectus Directive). The New Notes have not been registered in the Republic of Peru or the Republic of Panama, and the New Notes (or beneficial interests therein) may not be offered or sold in Peru or Panama except in compliance with the securities laws thereof. Only Eligible Holders were authorized to receive or review the Exchange Offer and Consent Solicitation Statement or to participate in the Exchange Offer and Consent Solicitation.

D.F. King & Co., Inc. acted as the information and exchange agent for the Exchange Offer and Consent Solicitation.  

This press release is not an offer to sell or a solicitation of an offer to buy any security.  The Exchange Offer was made solely by the Exchange Offer and Consent Solicitation Statement and the related letter of transmittal and consent, and only to such persons and in such jurisdictions as permitted under applicable law.  The foregoing description of the Exchange Offer does not purport to be complete and is qualified in its entirety by reference to the Exchange Offer and Consent Solicitation Statement and the related letter of transmittal and consent.

SOURCE Banco de Credito del Peru