Banco de Crédito del Perú Announces Commencement of Cash Tender Offers for Any and All of the Outstanding U.S.$800 Million Aggregate Principal Amount of 5.375% Senior Notes Due 2020 and up to S/1,600 Million Aggregate Principal Amount of the Outstanding S/2,000 Million Aggregate Principal Amount of 4.850% Senior Notes Due 2020
LIMA, Peru, Aug. 28, 2019 /PRNewswire/ -- Banco de Crédito del Perú ("BCP") today announced the commencement of an offer to purchase for cash (1) any and all of the outstanding 5.375% Senior Notes due 2020 issued by BCP acting through its Panamanian Branch (the "USD Notes") (the "USD Notes Tender Offer"); and (2) up to S/1,600 million (the "PEN Notes Maximum Tender Amount") of the outstanding 4.850% Senior Notes due 2020 issued by BCP (the "PEN Notes" and, together with the USD Notes, the "Notes") (the "PEN Notes Tender Offer" and, together with the USD Notes Tender Offer, the "Tender Offers"). The Tender Offers are being made upon the terms and subject to the conditions (including the USD Financing Condition and the PEN Financing Condition (as defined in the Offer to Purchase)) set forth in the offer to purchase dated August 28, 2019 (the "Offer to Purchase") and the related letter of transmittal and, with respect to the USD Notes only, notice of guaranteed delivery (together with the Offer to Purchase, the "Offer Documents").
The table below summarizes certain payment terms for the Notes:
Notes |
CUSIP and ISIN |
Principal Amount |
Late Tender |
Early Tender |
Total Consideration |
5.375% Senior Notes |
CUSIP:05954TAF8/P09646AC7 |
U.S.$800,000,000 |
N/A |
N/A |
U.S.$1,032.50(1) |
4.850% Senior Notes |
CUSIP: 05990G AC9/P0956J CK9 |
S/2,000,000,000 |
S/995 |
S/30 |
S/1,025(2) |
(1) |
Per U.S.$1,000 principal amount of applicable Notes, validly tendered and accepted for purchase, plus Accrued Interest (as defined in the Offer to Purchase). |
(2) |
Per S/1,000 principal amount of Notes, validly tendered and accepted for purchase, plus Accrued Interest. The Purchase Price (as defined in the Offer to Purchase) and, if applicable, Accrued Interest, will be paid in U.S. dollars, as calculated by translating the amount in Peruvian Soles of such Purchase Price or Accrued Interest, as applicable, into U.S. dollars at the Representative Market Rate (as defined in the Offer to Purchase) on the applicable FX Rate Determination Date (as defined in the Offer to Purchase). See "Principal Terms of the Tender Offer—Payment of Total Consideration in U.S. Dollars" in the Offer to Purchase. |
The USD Notes Tender Offer will expire at 5:00 p.m., New York City time, on September 5, 2019, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the "USD Expiration Time"). Holders of USD Notes must validly tender and not validly withdraw their USD Notes at or prior to the USD Expiration Time in order to be eligible to receive the applicable Total Consideration (as defined in the Offer to Purchase) plus Accrued Interest for such USD Notes. Tendered USD Notes may be validly withdrawn at any time at or prior to the USD Expiration Time but not thereafter.
The PEN Notes Tender Offer will expire at 11:59 p.m., New York City time, on September 25, 2019, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the "PEN Expiration Time" and each of the PEN Expiration Time and USD Expiration Time, an "Expiration Time"). Holders of PEN Notes must validly tender and not validly withdraw their PEN Notes prior to or at 5:00 p.m., New York City time, on September 11, 2019 (such date and time, as it may be extended with respect to the PEN Notes, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration plus Accrued Interest for such PEN Notes. If Holders of PEN Notes validly tender PEN Notes after the Early Tender Date but prior to or at the PEN Expiration Time, such Holders will only be eligible to receive the Late Tender Offer Consideration (as defined in the Offer to Purchase) plus Accrued Interest.
Additionally, we will pay additional amounts such that the Purchase Price and Accrued Interest received by Holders after withholding tax will be equal to the amount that would have been due had there been no withholding tax.
BCP's obligation to purchase Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions, including, without limitation, USD Financing Condition and the PEN Financing Condition, described in the Offer Documents. BCP reserves the right, in BCP's sole discretion, to amend or terminate the any of the Tender Offers at any time.
With respect to the PEN Notes Tender Offer, BCP will only accept for purchase PEN Notes in an aggregate principal amount that will not exceed the PEN Notes Maximum Tender Amount of S/1,600 million. The purchase of either series of Notes is not conditioned upon the purchase of the other series of Notes. However, any PEN Notes validly tendered in the PEN Notes Tender Offer and accepted for purchase will be accepted for purchase by BCP based on the PEN Notes Maximum Tender Amount (as defined in the Offer to Purchase) and may be subject to proration, as more fully described in the Offer to Purchase. In accordance with Peruvian Central Bank rules, BCP will not increase the PEN Notes Maximum Tender Amount.
The information and tender agent for the Tender Offers is D.F. King & Co., Inc. To contact the information and tender agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (877)732-3614 or email [email protected]. Additional contact information is set forth below.
By Mail, Hand or Overnight Courier: |
By Facsimile Transmission: |
Copies of each of the Offer Documents are available at the following web address: www.dfking.com/bcp.
Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.
The dealer managers for the Tender Offers are:
BofA Merrill Lynch
|
Credicorp Capital Sociedad Agente |
J.P. Morgan Securities LLC U.S. Toll Free: +1 (866) 846-2874 |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers are made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. None of BCP, the dealer managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers.
SOURCE Banco de Credito del Peru
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