Banco de Credito del Peru announces extension of early exchange date for its previously announced exchange offer

LIMA, Peru, June 17, 2014 /PRNewswire/ -- Banco de Credito del Peru (the "Company") announced today the extension of the early exchange date for its 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 a portion of its outstanding debt from 2016, the maturity of the Existing Notes, until 2018, the maturity of the New Notes.

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. 

In accordance with the terms and conditions of the Exchange Offer, the Company has extended the early exchange date for the Exchange Offer to midnight, New York City time, on July 1, 2014 (such time and date, as the same may be further extended by the Company, the "Early Exchange Date"). The Withdrawal Deadline (as defined in the Exchange Offer Memorandum) was 5:00 p.m., New York City time, on June 17, 2014, and has not been extended. Notes already tendered pursuant to the Exchange Offer may not be withdrawn, and any other Notes tendered prior to the Expiration Date (as defined below) of the Exchange Offer may not be withdrawn, in each case except as required by applicable law. 

Subject to the terms and conditions of the Exchange Offer, the Company expects to settle the Exchange Offer on July 9, 2014 (the "Settlement Date"). On the Settlement Date, Eligible Holders of such Existing Notes will receive the Total Exchange Price (as described in the Exchange Offer Memorandum).

All Eligible Holders whose Existing Notes are validly tendered and not validly withdrawn and accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest on their Existing Notes accepted for exchange from the last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.  Cash in lieu of any fractional portion rounded down of a New Note will be paid on the Settlement Date based on the Total Exchange Price (as defined in the Exchange Offer Memorandum).

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").  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 on or prior to the Expiration Date.

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 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