Corporación Financiera de Desarollo S.A. (COFIDE) Announces Acceptance of Notes in Cash Tender Offer for up to U.S.$600,000,000 Aggregate Maximum Purchase Price of the Outstanding 4.750% Notes due 2022, subject to the 2022 Tender Cap, and 4.750% Notes due 2025

LIMA, Peru, Sept. 18, 2020 /PRNewswire/ -- Corporación Financiera de Desarrollo S.A. ("COFIDE"), HSBC Securities (USA) Inc. (the "Purchaser"), and HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC (together, the "Dealer Managers") today announced the acceptance of Notes (as defined below) in a previously announced offer by the Purchaser to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders"), an aggregate amount of the outstanding (i) subject to the 2022 Tender Cap (as defined below), 4.750% Notes due 2022 (the "2022 Notes") issued by COFIDE (the "2022 Offer") and (ii) 4.750% Notes due 2025 (the "2025 Notes" and, together with the 2022 Notes, the "Notes") issued by COFIDE (the "2025 Offer" and, together with the 2022 Offer, the "Offers") that will not result in an aggregate purchase price to be paid by the Purchaser for the tendered Notes so purchased to exceed U.S.$600,000,000 (the "Aggregate Maximum Purchase Price").  As previously announced, the early tender deadline for the Offers was 5:00 p.m. (New York City time) on September 16, 2020 (such date and time, the "Early Tender Time" and the "Withdrawal Deadline"). Since the Withdrawal Deadline has passed, Notes tendered in the Offers may no longer be withdrawn, unless extended by the Purchaser in its sole discretion.

As of the Early Tender Time, (i) U.S.$363,720,000 in aggregate principal amount of the 2022 Notes, or approximately 72.74% of the 2022 Notes outstanding, and (ii) U.S.$374,346,000 in aggregate principal amount of the 2025 Notes, or approximately 62.39% of the 2025 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Offers. Consequently, the Aggregate Maximum Purchase Price was met as of the Early Tender Time, and U.S.$363,720,000 in aggregate principal amount of the 2022 Notes and U.S.$188,452,000 in aggregate principal amount of the 2025 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time have been accepted and will be paid for by the Purchaser on September 21, 2020 (the "Early Settlement Date") in accordance with the terms and conditions of the Offers described in the Offer to Purchase (as defined below). Furthermore, because the Offers are fully subscribed as of the Early Tender Time, Holders who validly tender their Notes after the Early Tender Time will not have any of their Notes accepted for purchase.

The terms and conditions of the Offers are described in the offer to purchase dated September 2, 2020 (the "Offer to Purchase").  The table below summarizes certain payment terms for each of the Offers: 

Subject to the Aggregate Maximum Purchase Price and/or the 2022 Tender Cap for the 2022 Notes, the amount of a series of Notes that is purchased in the Offers on the Early Settlement Date will be based on the order of priority (the "Acceptance Priority Level") for such series of Notes set forth above, subject to the proration arrangements applicable to the Offers. No more than U.S.$400,000,000 aggregate principal amount of the 2022 Notes (subject to increase by the Purchaser, the "2022 Tender Cap") will be purchased in the Offers.

Holders who validly tendered and did not validly withdraw their 2022 Notes at or prior to the Early Tender Time will be eligible to receive on the Early Settlement Date total consideration for each U.S.$1,000 principal amount of the 2022 Notes validly tendered and not validly withdrawn of U.S.$1,056.60 (the "2022 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2022 Notes (the "2022 Early Tender Payment") and U.S.$1,026.60 per U.S.$1,000 principal amount of the 2022 Notes (the "2022 Purchase Price"). The 2022 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2022 Notes on or prior to the Early Tender Time and whose 2022 Notes are accepted for purchase. Because the Aggregate Maximum Purchase Price has been met, Holders who did not tender their 2022 Notes as of the Early Tender Time will not have their 2022 Notes accepted for purchase and will not be entitled to receive the 2022 Purchase Price.

Holders who validly tendered and did not validly withdraw their 2025 Notes at or prior to the Early Tender Time will, subject to the Aggregate Maximum Purchase Price and proration, be eligible to receive on the Early Settlement Date total consideration for each U.S.$1,000 principal amount of the 2025 Notes validly tendered and not validly withdrawn of U.S.$1,144.50 (the "2025 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2025 Notes (the "2025 Early Tender Payment") and U.S.$1,114.50 per U.S.$1,000 principal amount of the 2025 Notes (the "2025 Purchase Price"). The 2025 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2025 Notes on or prior to the Early Tender Time and whose 2025 Notes are accepted for purchase. Because the Aggregate Maximum Purchase Price has been met, Holders who did not tender their 2025 Notes as of the Early Tender Time will not have their 2025 Notes accepted for purchase and will not be entitled to receive the 2025 Purchase Price.

In addition, Holders whose Notes are purchased in the Offers will receive accrued and unpaid interest (the "Accrued Interest") in respect of their purchased Notes from the last interest payment date to, but not including, in the case of any Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date.

Subject to the Aggregate Maximum Purchase Price, the 2022 Tender Cap and proration, the Notes accepted for payment on the Early Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth above (with 1 being the highest Acceptance Priority Level and 2 being the lower Acceptance Priority Level).

Acceptance of tenders of the 2025 Notes will be subject to proration since the aggregate Total Consideration or Purchase Price, as applicable, excluding Accrued Interest, of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Purchase Price to be exceeded.

The Offers are conditioned upon, among other things, the pricing on terms satisfactory to COFIDE of a concurrent offering of senior notes by COFIDE (the "New Notes") to be sold in an offering (the "New Notes Offering") exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), which condition has been satisfied. Additional conditions to the Offers are described under "Conditions to the Offers" in the Offer to Purchase. The Purchaser and COFIDE reviewed tender instructions received on or prior to the Early Tender Time and may give priority to those investors tendering with unique identifier codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. The New Notes sold in the New Notes Offering will be offered only to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. This press release and the Offer to Purchase do not constitute an offer to sell or a solicitation of an offer to buy the New Notes.

COFIDE has consented to the Purchaser making the Offers described in the Offer to Purchase. It is intended that the Notes purchased by the Purchaser in the Offers will be exchanged by the Purchaser with COFIDE for New Notes issued in the New Notes Offering by COFIDE to the Dealer Managers. COFIDE intends to fund the Offers with the net proceeds from the New Notes Offering and cash on hand.

The Information and Tender Agent for the Offers is D.F. King & Co., Inc. To contact the Information and Tender Agent, banks and brokers may call (212) 269-5550, and others may call U.S. toll-free: (866) 207-2324. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the Offers and the Offer to Purchase may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. Requests for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at the address and telephone numbers set forth above.

Documents relating to the Offers, including the Offer to Purchase, are also available at www.dfking.com/cofide.

The Dealer Managers for the Offers are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offers are made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of the Purchaser, COFIDE, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Offers.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The New Notes Offering was not and will not be registered with the Peruvian Capital Markets Superintendence (Superintendencia del Mercado de Valores) and therefore will not be subject to a public offering in the Republic of Peru and also will not be registered under the Securities Act. Consequently, the notes issued in the New Notes Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by COFIDE.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, COFIDE's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Purchaser and COFIDE believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Purchaser and COFIDE undertake no obligation to update any of its forward-looking statements.

SOURCE: Corporación Financiera de Desarrollo S.A.

Augusto Tamayo 160
Lima 27, Peru
Att.: Mr. Paul Bringas Arbocco
Chief Financial Officer
[email protected]

SOURCE Corporación Financiera de Desarrollo S.A.

Related Links

http://www.cofide.com

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