Banco Hipotecario S.A. Announces Extension Of The Expiration Time For The Cash Tender Offer For Any And All Of Its 9.75% Notes Due 2016, Series 5

27 Nov, 2015, 08:53 ET from Banco Hipotecario S.A.

CIUDAD AUTONOMA DE BUENOS AIRES, Argentina, Nov. 27, 2015 /PRNewswire/ -- Banco Hipotecario S.A. (the "Bank") today announced the extension of the expiration of the previously-announced tender offer to purchase for cash (the "Tender Offer") any and all of its outstanding 9.75% Notes due 2016, Series 5 (the "Eligible Notes") to 8:00 a.m. (New York City time) on November 30, 2015, unless further extended or earlier terminated by the Bank (the "Expiration Time").

Except for the extension of the Expiration Time described in this press release, all other terms and conditions of the Tender Offer will remain in full force and effect.  Such terms and conditions of the Tender Offer are described in the offer to purchase, dated November 9, 2015 (the "Offer to Purchase") and the related Letter of Transmittal and Notice of Guaranteed Delivery (as these terms are defined in the Offer to Purchase and, collectively, as modified herein, the "Offer Documents") previously distributed to the holders of the Eligible Notes. The following table sets forth certain information relating to the Eligible Notes:

 

Title of Securities

Original Principal Amount

Outstanding Principal Amount (as of September 30, 2015)

CUSIP Numbers

ISIN Numbers

Common Codes

9.75% Notes due 2016, Series 5

US$250,000,000

US$211,071,000

05961A AC 7

P1330H BD 5

US05961AAC71

USP1330HBD54

025281411

025275098

 

The consideration per US$1,000 principal amount of the Eligible Notes (the "Consideration") will be US$1,025.

The Bank has been advised that, as of 8:00 a.m. (New York City time) on November 27, 2015, US$121,812,000 in aggregate principal amount of the Eligible Notes, or approximately 57.71% of the Eligible Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Tender Offer, and an additional US$75,000 in aggregate principal amount of the Eligible Notes have been submitted pursuant to a Notice of Guaranteed Delivery and remain subject to the delivery of the Eligible Notes, as further described below.

Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer Documents, as modified herein, all Eligible Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, as amended, will be accepted for purchase. The Bank reserves the right to further amend, terminate or withdraw the Tender Offer for the Eligible Notes, subject to disclosure and other requirements as required by applicable law. In the event of a termination or withdrawal of the Tender Offer, Eligible Notes tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering holders. 

Holders who wish to be eligible to receive the Consideration must validly tender and not validly withdraw their Eligible Notes at any time at or prior to the Expiration Time, as amended. As previously announced, tendered Eligible Notes may not be withdrawn after the earlier of (i) the Expiration Time, and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. Therefore, withdrawal rights for the Eligible Notes have expired. Eligible Notes subject to the Tender Offer may still be validly withdrawn in the event the Tender Offer has not been consummated within 60 business days after commencement of the Tender Offer.

In addition, holders whose Eligible Notes are purchased in the Tender Offer will be paid accrued and unpaid interest on their purchased Eligible Notes from the last interest payment date up to, but not including, the payment date for such purchased Eligible Notes in the Tender Offer. Upon the terms and subject to the conditions of the Tender Offer, the settlement of the Tender Offer is expected to occur on December 1, 2015, and no later than five business days after the Expiration Time, as amended.  Payment by the Tender Agent for Eligible Notes tendered and accepted for payment pursuant to a Notice of Guaranteed Delivery is expected to occur on December 3, 2015, after receipt by the Tender Agent, of a properly completed and duly executed Letter of Transmittal and all other documents required by the Letter of Transmittal, no later than the close of business on December 2, 2015, the second business day after the Expiration Time, as amended, all as provided in the Offer to Purchase.

The Tender Offer is subject to the satisfaction or waiver of the Financing Condition and the General Conditions (as defined and described in the Offer to Purchase, except as modified herein).

Information Relating to the Tender Offer

Itau BBA USA Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as the Dealer Managers for the Tender Offer. Investors with questions may contact Itau BBA USA Securities, Inc. at +1 (212) 710-6749 or +1 (888) 770-4828 (U.S. toll-free) or Merrill Lynch, Pierce, Fenner & Smith Incorporated at +1 (646) 855-8988.

Copies of the Offer Documents are available at the following web address: www.dfking.com/bhi. Copies of the Offer Documents may also be requested from, and questions regarding the procedures for tendering Eligible Notes may be directed to, D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 or +1 (877) 283-0317 (toll free) or my email at bhip@dfking.com.

This press release is neither an offer to sell nor a solicitation of offers to buy any securities. The Tender Offer is being made only pursuant to the Offer Documents, except as modified herein. The Tender Offer is not being made to holders of Eligible 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. None of the Bank, the Dealer Managers, the Tender Agent, the Information Agent or the Trustee for the Eligible Notes makes any recommendation in connection with the Tender Offer. Please refer to the Offer to Purchase for a description of offer terms, conditions, disclaimers and other information applicable to the Tender Offer.

About the Bank

Established in 1886 by the Argentine government and privatized in 1999, the Bank is a full-service, inclusive commercial bank, offering a wide range of banking products and activities and related financial services to individuals, small and medium-sized companies and large corporations. All of the Bank's operations are located in Argentina, where it operates through a nationwide network of branches in all provinces and the Autonomous City of Buenos Aires, with additional points of sale across Argentina. The Bank's principal shareholders are the Argentine government and IRSA Inversiones y Representaciones Sociedad Anonima, a leading real estate company in Argentina listed on the Mercado de Valores de Buenos Aires S.A. and on the New York Stock Exchange.

Forward-Looking Statements

This press release contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Bank's goals, plans and projections regarding its financial position, results of operations, cash flows, market position, expenses, performance or results of current and anticipated products and services and the outcome of contingencies such as legal proceedings and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. The Bank undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

SOURCE Banco Hipotecario S.A.