Banco de Credito del Peru announces exchange offer for all of its outstanding U.S.$365,435,000 4.75% Senior Notes due 2016 (CUSIP Nos. 05954TAG6/P09645AG0 and ISIN Nos. US05954TAG67/USP09645AG07) for newly issued 2.75% Senior Notes due 2018

LIMA, Peru, June 4, 2014 /PRNewswire/ -- Banco de Credito del Peru (the "Company"), announced today that it has commenced an offer to exchange any and all of its outstanding U.S.$365,435,000 aggregate principal amount 4.75% Senior Notes due 2016 (CUSIP Nos. 05954TAG6 (Rule 144A) and P09645AG0 (Reg. S) and ISIN Nos. US05954TAG67 (Rule 144A) and USP09645AG07 (Reg. S)) (the "Existing Notes") for newly issued 2.75% Senior Notes due 2018 (the "New Notes") (the "Exchange Offer"). The purpose of the Exchange Offer is to manage the maturity profile of the Company's existing debt by extending the maturity of its outstanding debt from 2016 until 2018, the maturity of the New Notes.

The Exchange Offer will expire at midnight, New York City time, on July 1, 2014, unless extended (such time and date, as the same may be extended by the Company, the "Expiration Date"). 

Eligible Holders who validly tender and do not validly withdraw Existing Notes for exchange by 5:00 PM, New York City time, on or prior to June 17, 2014, unless extended (such time and date, as the same may be extended by the Company, the "Early Exchange Date"), and whose tenders are accepted for exchange will receive the Total Exchange Price (as described below).  Eligible Holders who validly tender Existing Notes for exchange after the Early Exchange Date, but on or prior to the Expiration Date, and do not validly withdraw and whose tenders are accepted for exchange will receive the Exchange Price (as described below).  Existing Notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 PM, New York City time, on June 17, 2014, unless extended by the Company (such time and date, as the same may be extended, the "Withdrawal Deadline").  Eligible Holders may withdraw tendered Existing Notes at any time prior to the Withdrawal Deadline, but Eligible Holders may not withdraw their tendered Existing Notes on or after the Withdrawal Deadline except as required by applicable law.

Eligible Holders that tender their Existing Notes at or prior to the Early Exchange Date and do not validly withdraw and whose tenders are accepted for exchange will receive, in exchange for each U.S.$1,000 of principal amount of Existing Notes being exchanged, a principal amount of New Notes equal to U.S.$1,070 (the "Total Exchange Price"). The Total Exchange Price includes an early participation premium, payable in New Notes, of U.S.$30 per U.S.$1,000 principal amount of Existing Notes (the "Early Participation Premium"). The Total Exchange Price is calculated to approximate the make-whole redemption amount the Eligible Holder would receive in accordance with the terms of the Existing Notes if the Existing Notes were redeemed prior to maturity. Eligible Holders that tender their Existing Notes after the Early Exchange Date but on or prior to the Expiration Date and do not validly withdraw and whose tenders are accepted for exchange will receive the Total Exchange Price less the Early Participation Premium (the "Exchange Price").  Cash in lieu of any fractional portion less than U.S.$1,000 principal amount of a new note rounded down will be paid on the settlement date based on the Total Exchange Price or the Exchange Price, as the case may be.

All Eligible Holders whose Existing Notes are validly tendered and not validly withdrawn 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, the settlement date.

The settlement date (the "Settlement Date") will be the fifth business day following the Expiration Date (July 1, 2014), or as soon as practicable thereafter. On the 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 and not validly withdrawn prior to the Expiration Date. The Company will not be obligated to deliver New Notes unless the Exchange Offer is consummated.

Notwithstanding any other provision of the Exchange Offer, the Company's obligation to accept for exchange any Existing Notes validly tendered is subject to the satisfaction of certain general conditions described in the Exchange Offer Memorandum. If less than a minimum of U.S.$250 million aggregate principal amount of New Notes shall be issued in exchange for Existing Notes in the Exchange Offer, the Company may terminate the Exchange Offer or, at its option, modify, extend or otherwise amend the Exchange Offer. The Company may waive any general condition in its sole discretion.

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 New 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, and (ii) certain direct, unconditional and unsecured general obligations that in case of the Company's insolvency are granted preferential treatment pursuant to Peruvian law. The New Notes will be structurally subordinated to the existing and future obligations of the Company's subsidiaries. The New Notes will bear interest of 2.75% per year. Interest will be payable on January 9 and July 9 of each year, commencing on January 9, 2015.  The New Notes will mature on January 9, 2018.

The terms and conditions of the Exchange Offer are set forth in an Exchange Offer Memorandum dated June 4, 2014 (the "Exchange Offer Memorandum") and the related letter of transmittal.  The Company may amend, extend or terminate the Exchange Offer, subject to certain conditions described in the Exchange Offer.

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 and that it is not an "affiliate" of the Company, as such term is defined in Rule 405 under the Securities Act, 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). Neither the Exchange Offer nor the New Notes nor the Exchange Offer Memorandum have been or will be registered with or approved by the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado de Valores or "SMV") or the Lima Stock Exchange (Bolsa de Valores de Lima or "BVL"). Accordingly, the New Notes cannot be offered or sold in Peru, except in compliance with the applicable Peruvian securities regulations. 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) 488-8095 (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