Global Bank Corporation Announces Expiration And Results Of Cash Tender Offer For Any And All Of Its 5.125% Senior Notes Due 2019

PANAMA CITY, April 12, 2019 /PRNewswire/ -- Global Bank Corporation (the "Company" or "we") today announced the expiration and results of its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 5.125% senior notes due 2019 (the "Notes").

The Tender Offer expired at 8:00 a.m., New York City time, on April 11, 2019 (such date and time, the "Expiration Date"). As of the Expiration Date, US$230,356,000, or approximately 41.88% of the aggregate principal amount of the Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Tender Offer, excluding Notes tendered through the guaranteed delivery procedures.

The Company has accepted for purchase all of the Notes validly tendered in the Tender Offer and not validly withdrawn on or prior to the Expiration Date.  Upon the terms and subject to the conditions specified in the Offer to Purchase dated April 2, 2019 (the "Offer to Purchase"), the Company expects to make payment for the Notes, including Notes delivered in accordance with the guaranteed delivery procedures, in same-day funds on April 16, 2019 (the "Settlement Date").

Holders that validly tendered their Notes will receive US$1,010 for each US$1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but excluding, the Settlement Date. The Company also announced that the Financing Condition (as defined in the Offer to Purchase) has been met. 

All remaining Notes not purchased pursuant to the Tender Offer will be redeemed in accordance with the indenture, dated October 31, 2014, among the Company and Deutsche Bank Trust Company Americas, as trustee, pursuant to which the Notes were issued.

The Company has retained J.P. Morgan Securities LLC and Citigroup Global Markets Inc. to serve as the dealer managers for the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, (866) 846-2874 (toll-free), (212) 834-7279 (collect) and Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll-free), (212) 723-6106 (collect), [email protected].

The Company has retained Global Bondholder Services Corporation to serve as information agent and tender agent for the Tender Offer. Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery should be directed to the information agent and tender agent at http://www.gbsc-usa.com/globalbank/ or by telephone at (212) 430-3774 (collect) or at (866) 470-3800 (toll-free).

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell the Notes or any other securities, nor shall there be any purchase of our Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Tender Offer is being made solely pursuant to the Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery, which set forth the complete terms of the Tender Offer.

The CUSIP and ISIN for the Notes are as follows:

Rule 144A: CUSIP No. 37954J AA4; ISIN No. US37954JAA43
Regulation S: CUSIP No. P47718 AA2; ISIN No. USP47718AA21

About Global Bank Corporation

Global Bank Corporation is the second largest Panamanian privately-owned bank (excluding banks controlled by the Panamanian government and foreign banks) in terms of total assets, domestic loans, and domestic deposits. As of December 31, 2018, we were the third largest provider of commercial loans in Panama, the third largest provider of consumer loans in Panama (excluding banks controlled by the Panamanian government) in terms of principal balance of total loans outstanding, which includes all consumer loans other than mortgages, the largest provider in agricultural loans in Panama, and the second largest provider of auto loans among banks in Panama in terms of outstanding balance.

Global Bank Tower
Santa María Business District
9th floor
Panama City, Panama
Telephone: (507) 206-2000
Fax no: (507) 264-3723
Attention: Carlos Mouynes

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act. Such estimates and forward-looking statements are primarily based on current expectations and projections about future events and financial trends that affect, or may affect, our business, financial condition, results of operations and prospects.

There are many significant risks, uncertainties and assumptions that might cause our business, financial condition, results of operations and prospects to differ materially from those set out in our estimates and forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or our officers' intent, belief or current expectations with respect to, among other things, our financing plans, trends affecting our business, the impact of competition, and future plans and strategies.

Forward-looking statements speak only as of the date they were made, and neither we, the Dealer Managers nor the Information Agent and Tender Agent undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

SOURCE Global Bank Corporation