Banco de Credito del Peru, Acting Through its Panamanian Branch, Announces Exchange Offer and Solicitation of Consents for any and all of its Outstanding 6.95% Subordinated Notes due 2021

Sep 26, 2011, 21:45 ET from Banco de Credito del Peru

LIMA, Peru, Sept. 26, 2011 /PRNewswire/ -- Banco de Credito del Peru, acting through its Panamanian branch (the "Company"), announced today that it has commenced an offer to exchange any and all of its outstanding U.S.$120 million 6.95% Subordinated Notes due 2021 (CUSIP Nos. 05954TAA9 (Rule 144A) and P09645AA3 (Reg. S) and ISIN Nos. US05954TAA97 (Rule 144A) and USP09645AA37 (Reg. S)) (the "Existing Notes") held by Eligible Holders (as defined below) for newly issued U.S. dollar-denominated 6.875% Fixed-to-Floating Rate Subordinated Notes due 2026 (the "New Notes") (the "Exchange Offer") and a solicitation of consents (the "Consents") to proposed amendments to the indenture for the Existing Notes (the "Consent Solicitation", and together with the Exchange Offer, the "Exchange Offer and Consent Solicitation"). The purpose of the Exchange Offer is to diversify the maturity profile of the Company's existing debt by extending the maturity of a portion of its outstanding debt from 2021, the maturity of the Existing Notes, until 2026, the maturity of the New Notes.  The purpose of the Consent Solicitation is to eliminate a restriction under the Existing Notes indenture that could otherwise prevent the Company from accepting more than U.S.$70 million in Existing Notes tendered by Eligible Holders.

The Exchange Offer and Consent Solicitation will expire at midnight, New York City time, on October 24, 2011, unless extended (such time and date, as the same may be extended, the "Expiration Date").  

Eligible Holders who validly tender Existing Notes for exchange by 5:00 PM, New York City time, on October 7, 2011, unless extended (such time and date, as the same may be extended, the "Early Exchange Date"), will receive the Total Exchange Price (as described below).  Eligible Holders who validly tender Existing Notes for exchange after the Early Exchange Date, but on or prior to the Expiration Date, will receive the Exchange Price (as described below).  Existing Notes tendered in the Exchange Offer and Consent Solicitation and related Consents may be withdrawn at any time prior to 5:00 PM, New York City time, on October 7, 2011, unless extended by the Company (such time and date, as the same may be extended, the "Withdrawal Deadline").  Eligible Holders may withdraw tendered Existing Notes and revoke their Consents at any time prior to the Withdrawal Deadline, but Eligible Holders may not withdraw their tendered Existing Notes or revoke their Consents on or after the Withdrawal Deadline except as required by applicable law.

Eligible Holders that tender their Existing Notes on or prior to the Early Exchange Date will receive, in exchange for each U.S.$1,000 of principal amount of Existing Notes being exchanged, a principal amount of New Notes equal to U.S.$1,000 multiplied by a ratio described in the Exchange Offer and Consent Solicitation Statement (as defined below) (the "Total Exchange Price").  The Total Exchange Price includes an early participation premium, payable in New Notes, of U.S.$30.00 per U.S.$1,000 principal amount of Existing Notes (the "Early Participation Premium").  Eligible Holders that tender their Existing Notes after the Early Exchange Date but on or prior to the Expiration Date will receive the Total Exchange Price less the Early Participation Premium (the "Exchange Price").  Cash in lieu of any fractional portion rounded down of a New Note will be paid on the applicable settlement date based on the Total Exchange Price or the Exchange Price, as the case may be. The pricing time will be 2:00 p.m., New York City time, on September 30, 2011, unless extended by the Company.

All Eligible Holders whose Existing Notes are validly tendered 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 applicable settlement date, less the amount of interest accrued on the New Notes from September 16, 2011, the date of the closing of the Company's recent offering of U.S.$350 million Fixed-to-Floating Rate Subordinated Notes, to, but excluding, the applicable settlement date.

The early exchange settlement date (the "Early Exchange Settlement Date") will be the third business day following the Early Exchange Date (October 13, 2011), or as soon as practicable thereafter. On the Early Exchange Settlement Date, we will, subject to the terms and conditions of the Exchange Offer, settle the exchange of all Existing Notes that have been validly tendered, and not validly withdrawn, on or prior to the Early Exchange Date.  The final exchange settlement date (the "Final Exchange Settlement Date") will be the next business day following the Expiration Date (October 25, 2011), or as soon as practicable thereafter. On the Final Exchange Settlement Date we will, subject to the terms and conditions of the Exchange Offer, settle the exchange of all Existing Notes that have been validly tendered after the Early Exchange Date and on or prior to the Expiration Date.

Notwithstanding any other provision of the Exchange Offer and Consent Solicitation, 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 and Consent Solicitation Statement, and the following special conditions: (i) the New Notes issued in the Exchange Offer on the Early Exchange Settlement Date or the Final Exchange Settlement Date, as the case may be, are fungible for U.S. federal income tax purposes with the notes issued in the Company's recent offering of U.S.$350 million Fixed-to-Floating Rate Subordinated Notes which closed on September 16, 2011 (the "tax fungibility condition"); and (ii) if Eligible Holders representing U.S.$70 million or more of Existing Notes tender their Existing Notes by the Early Exchange Date or Expiration Date, as the case may be, the Exchange Offer and Consent Solicitation is subject to the execution and delivery of a supplemental indenture implementing the Proposed Amendments (as defined below). We may waive any general condition and the tax fungibility condition in our sole discretion.

In conjunction with the Exchange Offer, the Company is soliciting Consents to certain proposed amendments (the "Proposed Amendments") to the indenture under which the Existing Notes were issued. The Proposed Amendments would eliminate a requirement that the Company leave at least U.S.$50 million in aggregate principal amount of the Existing Notes outstanding following certain purchases of Existing Notes by the Company, if the Company does not purchase the entire aggregate principal amount of the Existing Notes outstanding. Adoption of the Proposed Amendments requires the consent of holders of Existing Notes representing at least a majority in aggregate principal amount of the outstanding Existing Notes (the "requisite consents"). Each holder tendering Existing Notes that are not validly withdrawn will be deemed to have consented to the Proposed Amendments. Holders may not deliver Consents without tendering their Existing Notes, and holders may not tender their Existing Notes without delivering Consents. No separate consideration will be paid for the Consents.

The New Notes will be direct, unsecured, subordinated obligations and will rank pari passu without preference among themselves.  The New Notes will bear interest of 6.875% per year to but excluding September 16, 2021, and from September 16, 2021 at a floating rate of three-month LIBOR plus 7.708% per year.  The New Notes will mature on September 16, 2026.

The terms and conditions of the Exchange Offer and Consent Solicitation are set forth in an Exchange Offer and Consent Solicitation Statement dated September 26, 2011 (the "Exchange Offer and Consent Solicitation Statement") and the related letter of transmittal and consent.  The Company may amend, extend or terminate the Exchange Offer and Consent Solicitation, subject to certain conditions described in the Exchange Offer and Consent Solicitation Statement.

The Exchange Offer and Consent Solicitation 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, 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 Consent Solicitation 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). The New Notes have not been registered in the Republic of Peru or the Republic of Panama, and the New Notes (or beneficial interests therein) may not be offered or sold in Peru or Panama except in compliance with the securities laws thereof. Only Eligible Holders are authorized to receive or review the Exchange Offer and Consent Solicitation Statement or to participate in the Exchange Offer and Consent Solicitation.

D.F. King & Co., Inc. has been appointed as the information and exchange agent for the Exchange Offer and Consent Solicitation.  Holders may contact the information and exchange agent to request the eligibility letter toll free at (800) 549-6746.

This press release is not an offer to sell or a solicitation of an offer to buy any security.  The Exchange Offer and Consent Solicitation is being made solely by the Exchange Offer and Consent Solicitation Statement and the related letter of transmittal and consent, and only to such persons and in such jurisdictions as are permitted under applicable law.  The foregoing description of the Exchange Offer and Consent Solicitation does not purport to be complete and is qualified in its entirety by reference to the Exchange Offer and Consent Solicitation Statement and the related letter of transmittal and consent.

SOURCE Banco de Credito del Peru