Banco de Credito del Peru announces exchange offer for up to U.S.$350 million of its outstanding U.S.$700 million 4.75% Senior Notes due 2016

LIMA, Peru, March 25, 2013 /PRNewswire/ -- Banco de Credito del Peru(the "Company"), announced today that it has commenced an 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 (Rule 144A) and P09645AG0 (Reg. S) and ISIN Nos. US05954TAG67 (Rule 144A) and USP09645AG07 (Reg. S))  (the "Existing Notes") for newly issued 4.25% Senior Notes due 2023 (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 a portion of its outstanding debt from 2016, the maturity of the Existing Notes, until 2023, the maturity of the New Notes. 

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"). 

Eligible Holders who validly tender and do not validly withdraw Existing Notes for exchange by 5:00 PM, New York City time, on April 5, 2013, unless extended (such time and date, as the same may be extended, 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  Existing Notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 PM, New York City time, on April 5, 2013, unless extended by the Company (such time and date, as the same may be extended, the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.$1,096.25 (the "Total Exchange Price"). The Total Exchange Price includes an early participation premium, payable in New Notes, of U.S.$17.50 per U.S.$1,000 principal amount of Existing Notes (the "Early Participation Premium").  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 applicable 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 applicable settlement date, 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 Senior Notes due 2023 to, but excluding, the applicable settlement date.

The early exchange settlement date (the "Early Exchange Settlement Date") will be the third business day following the Early Exchange Date (April 10, 2013), or as soon as practicable thereafter. On the Early Exchange Settlement Date, we 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, on or prior to the Early Exchange Date.  The final exchange settlement date (the "Final Exchange Settlement Date") will be the next business day following the Expiration Date (April 22, 2013), or as soon as practicable thereafter. On the Final Exchange Settlement Date we 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.

Subject to the Maximum Tender Amount and the other terms and conditions described in the Exchange Offer Memorandum (as defined below), the Company intends to exchange all notes validly tendered at or prior to the Early Exchange Date, and will only prorate such notes if the aggregate principal amount of notes validly tendered at or prior to the Early Exchange Date exceeds the Maximum Tender Amount. If the Exchange Offer is 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 will not be subject to such proration. Furthermore, if the Exchange Offer is fully subscribed as of the Early Exchange Date, Eligible Holders who validly tender Existing Notes after the Early Exchange Date will not have any of their Existing Notes accepted for exchange, provided that such Existing Notes may be accepted for exchange if the Company increases the Maximum Tender Amount, which the Company is entitled to do in its sole discretion. There can be no assurance that the Company will increase the Maximum Tender Amount.

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, and the following special conditions: (i) the New Notes issued on the Early Exchange Settlement Date or the Final Exchange Settlement Date, as the case may be, in the Exchange Offer are fungible for U.S. federal income tax purposes with the Company's notes issued simultaneously with this Exchange Offer ("Cash Offering Notes") issued in the New Notes Offering for U.S. federal income tax purposes (the "Tax Fungibility Condition"); and (ii) the New Notes Offering is settled and the Cash Offering Notes are issued in connection therewith on or before the Early Exchange Settlement Date (the "Cash Offering Notes Closing Condition"). The Company may waive any general condition and the Tax Fungibility Condition in our 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 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 terms and conditions of the Exchange Offer are set forth in an Exchange Offer Memorandum dated March 25, 2013 (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, 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