NOTICE TO THE MARKET Credivalores - Crediservicios S.A. Announces The Early Tender Results Of The Cash Tender Offer And Consent Solicitation For 9.750% Senior Notes Due 2022

BOGOTÁ, Colombia, Feb. 3, 2020 /PRNewswire/ -- Credivalores – Crediservicios S.A.  ("Credivalores") and Credit Suisse Securities (USA) LLC (the "Purchaser") today announced the early tender results in connection with the Purchaser's previously-announced offer by the Purchaser to purchase for cash (the "Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to any and all of the outstanding 9.750% Senior Notes due 2022 (the "Notes") issued by Credivalores from each registered holder of the Notes (each, a "Holder" and, collectively, the "Holders").  The early tender deadline for the Tender Offer and the Consent Solicitation was 5:00 p.m., New York City time, on January 31, 2020 (such date and time, the "Early Tender Time" and "Withdrawal Deadline").

Credivalores has been advised that, as of the Early Tender Time, U.S.$154,035,000 in aggregate principal amount of the Notes, or approximately 47.40% of the Notes outstanding, had been validly tendered and not withdrawn pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation.  Tendered Notes may not be withdrawn after the Withdrawal Deadline, except as required by applicable law.  All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date have been accepted in full by the Purchaser.

As of the Early Tender Time, Credivalores had not received consents in respect of a majority of the aggregate principal amount of the Notes outstanding.

The terms and conditions of the Tender Offer and the Consent Solicitation are described in the offer to purchase and consent solicitation statement dated January 17, 2020 (the "Offer and Solicitation Statement") and the related letter of transmittal (together with the Offer and Solicitation Statement, the "Offer Documents") previously distributed to the Holders.

The table below summarizes certain payment terms of the Tender Offer and the Consent Solicitation:

* Per U.S.  $ 1,000 principal amount of Notes.

Holders who have validly tendered and not validly withdrawn their Notes at or prior to the Early Tender Time are eligible to receive U.S.$1,055.00 for each U.S.$1,000 principal amount of the Notes, which includes an early tender payment of U.S.$50.00 per U.S.$1,000 principal amount of the Notes (the "Early Tender Payment"), plus accrued and unpaid interest up to, but not including, the early settlement date for the Notes (the "Early Settlement Date").  The Early Settlement Date for the Notes is expected to occur on or about February 6, 2020.  The Purchaser intends to pay for all Notes validly tendered and not withdrawn prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offer on the Early Settlement Date.

Holders who have not yet tendered their Notes have until 11:59 p.m., New York City time, on February 14, 2020, unless extended by the Purchaser (such time and date, as it may be extended, the "Expiration Date") to tender their Notes pursuant to the Tender Offer.  Any Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Date will not be entitled to receive the Early Tender Payment and will therefore receive only the tender offer consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the final settlement date (the "Final Settlement Date", and which date is expected to be February 18, 2020, but which may change without notice).

Credivalores has consented to the Purchaser making the Tender Offer and the Consent Solicitation.  It is intended that the Notes purchased by the Purchaser in the Tender Offer will be exchanged by the Purchaser with Credivalores for certain new notes (the "Exchange") issued in a new offering by Credivalores (the "New Offering").

The obligation of the Purchaser to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer and Solicitation Statement, in the sole discretion of the Purchaser.

The Information Agent and Tender Agent for the Tender Offer and Consent Solicitation is D.F. King & Co., Inc.  To contact the Information Agent and Tender Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: (866) 340-7108 or email [email protected]. 

Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers and Solicitation Agents 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 Tender Offer and Consent Solicitation.

The Dealer Managers and Solicitation Agents for the Tender Offer and Consent Solicitation 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.  This notice is also not a solicitation of any Consent to the Proposed Amendments.  The Tender Offer and Consent Solicitation are made only by and pursuant to the terms of the Offer Documents and the information in this notice is qualified by reference to the Offer Documents.  None of the Purchaser, Credivalores, the Dealer Managers or the Information Agent and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Tender Offer and deliver their Consents pursuant to the Consent Solicitation.

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 Offering was not and will not be registered at the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) and also will not be registered under the U.S.  Securities Act of 1933 ("Securities Act"), as amended.  Consequently, the notes issued in the New 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 Credivalores.  This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

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

Although Credivalores believes 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.

Credivalores undertakes no obligation to update any of its forward-looking statements.

SOURCE Credivalores