Banco de Credito del Peru announces early exchange results for its previously announced exchange offer

LIMA, Peru, April 8, 2013 /PRNewswire/ -- Banco de Credito del Peru (the "Company") announced today the early settlement results for its offer to exchange up to U.S.$350 million aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.75% Senior Notes due 2016 (CUSIP Nos. 05954TAG6 / P09645AG0 and ISIN Nos. US05954TAG67 / USP09645AG07)  (the "Existing Notes") for newly issued 4.25% Senior Notes due 2023 (the "New Notes") (the "Exchange Offer").

The terms and conditions of the Exchange Offer are set forth in the Exchange Offer Memorandum dated March 25, 2013 (the "Exchange Offer Memorandum") and the related letter of transmittal. 

As of 5:00 p.m., New York City time, on April 5, 2013 (the "Early Exchange Date"), the Company received as validly tendered and accepted for exchange approximately U.S.$317,572,000 in aggregate principal amount of Existing Notes.  Subject to the terms and conditions of the Exchange Offer, the Company expects to settle the Exchange Offer for those notes on April 10, 2013 (the "Early Exchange Settlement Date"). On the Early Exchange Settlement Date, Eligible Holders of such notes will receive the Total Exchange Price (as described in the Exchange Offer Memorandum).

All Eligible Holders whose Existing Notes are validly tendered and accepted for exchange will also receive 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, April 10, 2013, less the amount of interest accrued on the New Notes from April 1, 2013, the date of the closing of the Company's recent offering of U.S.$350 million 4.25% Senior Notes, to, but excluding, April 10, 2013.  Cash in lieu of any fractional portion rounded down of a New Note will be paid on the applicable settlement date based on the Total Exchange Price or the Exchange Price, as the case may be.

Tenders of Existing Notes in the Exchange Offer may no longer be withdrawn, except as required by applicable law.  The Exchange Offer will expire at midnight, New York City time, on April 19, 2013, unless extended (such time and date, as the same may be extended, the "Expiration Date").  The final exchange settlement date (the "Final Exchange Settlement Date") is expected to be the next business day following the Expiration Date (April 22, 2013), or as soon as practicable thereafter. On the Final Exchange Settlement Date the Company will, subject to the terms and conditions of the Exchange Offer, settle the exchange of all Existing Notes that have been validly tendered after the Early Exchange Date and on or prior to the Expiration Date.

Eligible Holders who validly tender Existing Notes for exchange after the Early Exchange Date, but on or prior to the Expiration Date, will receive the Exchange Price, which is equal to the Total Exchange Price less the Early Participation Payment (each as described in the Exchange Offer Memorandum). 

Because the Exchange Offer was not fully subscribed as of the Early Exchange Date, Eligible Holders who validly tender Existing Notes after the Early Exchange Date may be subject to proration. Eligible Holders who validly tendered Existing Notes at or prior to the Early Exchange Date and whose Existing Notes were accepted for exchange on the Early Exchange Settlement Date are not subject to such proration.

The general conditions and the special conditions described in the Exchange Offer Memorandum have been satisfied with respect to settlement at the Early Exchange Settlement Date, including that the New Notes will be fungible for U.S. federal income tax purposes with the Company's notes issued on April 1, 2013.  However, notwithstanding any other provision of the Exchange Offer, the Company's obligation to accept for exchange any Existing Notes validly tendered after the Early Exchange Date is subject to the satisfaction of certain general and special conditions, including that the New Notes issued on the Final Exchange Settlement Date are fungible for U.S. federal income tax purposes with the Company's notes issued on April 1, 2013 (the "Tax Fungibility Condition"). The Company may waive any general condition and the Tax Fungibility Condition in its sole discretion. 

The New Notes constitute a single series with, and will trade under the same CUSIP and ISIN numbers, as the Company's notes issued on April 1, 2013.  The New Notes will be the Company's direct, unconditional and unsecured general obligations and will, other than as set forth below, at all times rank pari passu in right of payment with all of the Company's other unsecured obligations other than obligations that are, by their terms, expressly subordinated in right of payment to the New Notes.  The notes will be effectively subordinated to (i) all of the Company's secured indebtedness with respect to the value of the Company's assets securing that indebtedness, (ii) certain direct, unconditional and unsecured general obligations that in case of the Company's insolvency are granted preferential treatment pursuant to Peruvian law and (iii) all of the existing and future liabilities of the Company's subsidiaries, including trade payables.  The New Notes will bear interest of 4.25% per year. Interest will be payable on April 1 and October 1 of each year, commencing on October 1, 2013.  The New Notes will mature on April 1, 2023.

The Exchange Offer is being solicited only from holders of Existing Notes who have properly completed, executed and delivered to the information and exchange agent an eligibility letter, whereby such holder has represented that it is 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 is 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 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 Company has registered the New Notes and the Exchange Offer Memorandum with the Peruvian Superintendency of the Securities Market (Superintendencia del Mercado de Valores, or "SMV"). In Peru, this offering will be considered a public offering directed exclusively to "institutional investors" (as such term is defined under the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10, as amended). The New Notes (or beneficial interests therein) may not be offered or sold in Peru except in compliance with the securities laws thereof. Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offer.

D.F. King & Co., Inc. has been appointed as the information and exchange agent for the Exchange Offer.  Holders of Existing Notes who desire access to the electronic eligibility form should contact D.F. King & Co., Inc., the information agent for the Exchange Offer, at (800) 549-6746 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the Exchange Offer Memorandum can certify eligibility at www.dfking.com/bcp.

This press release is not an offer to sell or a solicitation of an offer to buy any security.  The Exchange Offer is being made solely by the Exchange Offer Memorandum and the related letter of transmittal, and only to such persons and in such jurisdictions as are 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 Memorandum and the related letter of transmittal.

SOURCE Banco de Credito del Peru