Banco Nacional de Costa Rica Announces Early Results Of Its Partial Tender Offer For 2021 Notes

SAN JOSE, Costa Rica, March 15, 2019 /PRNewswire/ -- Banco Nacional de Costa Rica (the "Bank"), an autonomous state-owned financial institution organized under the laws of the Republic of Costa Rica announced today the early results of its previously announced cash tender offer (the "Offer") for up to US$150 million in aggregate principal amount of its 5.875% Senior Notes due 2021 (the "Notes") (144A CUSIP / ISIN Nos. 059613AC3 /US059613AC35 and Reg S P14623AC9 /USP14623AC98).  The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 1, 2019 ("Offer to Purchase"). The Offer is scheduled to expire at 11:59 p.m., New York City time, on March 28, 2019, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as the same may be extended, the "Expiration Time"). The amount of Notes that may be purchased in the Offer is subject to a maximum principal amount of US$150 million (the "Maximum Tender Amount"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offer to Purchase.

As of 5:00 p.m., New York City time, on March 14, 2019 (the "Early Tender Time"), according to D.F. King & Co., Inc., the tender agent and information agent (the "Tender Agent and Information Agent") for the Offer, tenders were received (and not validly withdrawn) from holders of Notes representing US$236,552,000 in aggregate principal amount of Notes.  Because purchasing all the Notes validly tendered and not validly withdrawn prior to or at the Early Tender Time would cause the Maximum Tender Amount to be exceeded, the Bank will not accept all the Notes tendered prior to or at the Early Tender Time.  Rather, as described in the Offer to Purchase, the Bank will accept such Notes for purchase on a prorated basis, using a proration factor of approximately 56.7%.  The Bank will accept for purchase the aggregate principal amount of the Notes accepted by a holder multiplied by the proration factor and then rounded down to the nearest US$1,000 increment. The Bank will accept all validly tendered and not validly withdrawn Notes that due to proration would result in less than an aggregate principal amount of US$200,000, the minimum Authorized Denomination, being accepted.  As a result of the application of the above, the Bank accepts to purchase US$149,800,000 aggregate principal amount of Notes. 

Pursuant to the terms of the Offer to Purchase, although the Offer is scheduled to expire at 11:59 p.m., New York City time, on March 28, 2019, the Bank does not expect to accept for purchase any Notes tendered after the Early Tender Time because the aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of the Early Tender Time exceeded the Maximum Tender Amount.  

Subject to the terms and conditions of the Offer, and the application of the proration described above holders who validly tendered their Notes at or prior to the Early Tender Time are eligible to receive US$1,015 for each US$1,000 principal amount of Notes accepted for purchase, plus accrued interest.

Payment for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase is expected to be made on March 18, 2019 (the "Initial Settlement Date").

Withdrawal rights with respect to the Offer expired at 5:00 p.m., New York City time, on March 14, 2019. Accordingly, Notes tendered (in the past or the future) in the Offer may no longer be withdrawn, except if required by applicable law.

Completion of the Offer is subject to customary conditions. If the Bank proceeds with initial settlement, all conditions to the Offer will be deemed to be satisfied or waived, and the Bank will thereafter accept for purchase and pay for any Notes validly tendered in the Offer at or prior to the Early Tender Time.

The Bank reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders.  The complete terms and conditions of the Offer are described in the Offer to Purchase, dated the date hereof, a copy of which may be obtained from the Tender and Information Agent for the Offer, at www.dfking.com/bncr, [email protected], by telephone at (866) 828-9088 (U.S. toll free) and (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, Attention: Andrew Beck.

The Bank has engaged J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as the dealer managers (the "Dealer Managers") in connection with the Offer. Questions regarding the terms of the Offer may be directed to J.P. Morgan Securities LLC by telephone at +1 (866) 846-2874 (U.S. toll free) or +1 (212) 834-7279 (collect) and Merrill Lynch, Pierce, Fenner & Smith Incorporated by telephone at +1 (888) 292-0070 (U.S. toll free) or +1 (646) 855-8988 (collect).

Disclaimer

None of the Bank, the Dealer Managers, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offer or expressing any opinion as to whether the terms of the Offer are fair to any holder.  Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.  Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer is being made solely by means of the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Bank by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. The Bank is not under any obligation to (and expressly disclaims any such obligation to) update forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Investor Relations

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https://www.bncr.fi.cr/SitePages/Inicio.aspx 
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About Banco Nacional de Costa Rica.

Banco Nacional de Costa Rica, an autonomous government-owned institution organized and existing as a state owned commercial bank under the laws of the Republic of Costa Rica.

Important Notice

The distribution of materials relating to the Offer and the transactions contemplated by the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited.  If materials relating to the Offer come into a holder's possession, the holder is required by the Bank to inform itself of and to observe all of these restrictions.  The materials relating to Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.  If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of the Bank in that jurisdiction.  Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as "holders."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer or solicitation would be unlawful. 

This press release constitutes a public disclosure of inside information by Banco Nacional de Costa Rica under Regulation (EU) 596/2014 (16 April 2014).

SOURCE Banco Nacional de Costa Rica