Corporación Lindley S.A. Announces Early Tender Results and Upsizing of its Tender Offers for the Outstanding 4.625% Notes due 2023 and 6.750% Notes due 2021

LIMA, Peru, April 27, 2016 /PRNewswire/ -- Corporación Lindley S.A., a company organized as a sociedad anónima incorporated under the laws of the Republic of Peru (the "Company"), announced today that the early tender period in respect of its previously announced offers to purchase for cash (the "Tender Offers") up to U.S.$150,000,000 aggregate principal amount (the "Aggregate Maximum Tender Amount") of the outstanding 4.625% Notes due 2023 (the "2023 Notes") and 6.750% Notes due 2021 (the "2021 Notes" and, collectively, the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated April 13, 2016 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated April 13, 2016 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents") has expired on April 26, 2016 at 5:00 p.m., New York City time (the "Early Tender Deadline"). This press release amends and supplements such Offer Documents.

The Company further announced that as of the Early Tender Deadline, the Company had received tenders (not validly withdrawn) from the holders of U.S.$140,418,000, or approximately 54.0%, of the total outstanding principal amount of the 2023 Notes and U.S.$124,789,000, or approximately 39.0%, of the total outstanding principal amount of the 2021 Notes.

The Company also announced that it is increasing the "Aggregate Maximum Tender Amount" from U.S.$150.0 million to U.S.$200.0 million, and increasing the "Tender Cap" applicable to the 2023 Notes from $120.0 million to $130.0 million. Except for such increases, all other terms and conditions of the Tender Offers, as previously announced, remain unchanged.

Consequently, the Company plans to accept for purchase approximately 92.6% of the tendered 2023 Notes and approximately 56.1% of the tendered 2021 Notes on a prorated basis pursuant to the Tender Offers (as described below).

The Company has elected to exercise its early purchase option described in the Offer Documents relating to the Tender Offers. Subject to the Aggregate Maximum Tender Amount and the Tender Cap, holders of Notes who validly tendered their Notes at or prior to the Early Tender Deadline and did not validly withdraw their Notes at or prior to such time will receive on April 29, 2016 (the "Early Settlement Date") the total consideration of U.S.$1,055 for every U.S.$1,000 principal amount of the 2023 Notes, and U.S.$1,160 for every U.S.$1,000 principal amount of the 2021 Notes, validly tendered and not withdrawn at or before the Early Tender Deadline and accepted in the Tender Offer, which in each case includes an early tender premium of U.S.$30 (the "Early Tender Premium") for each U.S.$1,000 principal amount of Notes, plus accrued interest to, but not including, the Early Settlement Date. The Company reserves the right, subject to applicable law, to further increase or waive the Aggregate Maximum Tender Amount or the Tender Cap.

Because the aggregate principal amount of Notes validly tendered and not withdrawn prior to the Early Tender Deadline exceeded the Aggregate Maximum Tender Amount and the Tender Cap, the Company plans to accept for purchase U.S.$130,000,000 of the outstanding principal amount of 2023 Notes, and U.S.$70,000,000 of the outstanding principal amount of 2021 Notes, on a prorated basis, with the prorated aggregate principal amount of each holder's validly tendered Notes accepted for purchase to be rounded down to the nearest U.S.$1,000. If the principal amount of Notes returned to a holder as a result of proration would result in less than the minimum denomination being returned to such holder, at our discretion we will purchase all or none of such holder's validly tendered Notes in accordance with the Offer to Purchase. The Total Consideration, including the Early Tender Premium, will not be payable with respect to any Notes returned due to proration.

Although the Tender Offers are scheduled to expire at 11:59 p.m., New York City time, May 10, 2016 (the "Expiration Date"), because holders of Notes subject to the tender offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate consideration payable exceeds the Aggregate Maximum Tender Amount, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Deadline.

In accordance with the terms of the Tender Offers, withdrawal rights with respect to the tendered Notes expired at 5:00 p.m., New York City time, on April 26, 2016. Unless required by applicable law, Notes tendered after the Withdrawal Deadline but at or before the Expiration Date, may not be withdrawn.

Notwithstanding any other provision of the Tender Offers, the Company's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offers, is conditioned upon the satisfaction of the General Conditions (as defined in the Offer to Purchase). The General Conditions to the Tender Offers are for the sole benefit of the Company and may be asserted by the Company, regardless of the circumstances giving rise to any such condition (including any action or inaction by the Company). The Company reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offers, at or prior to the Expiration Date (or the Early Settlement Date, if the Company elects to have an early settlement). 

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of tenders with respect to any Notes or other securities. The Tender Offer is being made solely pursuant to the Offer Documents, copies of which were delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offers.  Holders are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offers.

The Tender Offers not constitute an offer to purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws. If the Company becomes aware of any jurisdiction in which the making of the Tender Offers would not be in compliance with applicable laws, the Company will make a good faith effort to comply with any such laws. If, after such good faith effort, the Company cannot comply with any such laws, the Tender Offers will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction. Neither the delivery of this announcement, the Offer to Purchase nor any purchase pursuant to the Tender Offers shall under any circumstances create any implication that the information contained in this announcement or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Company's affairs since the date hereof or thereof.

D. F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offers. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers (the "Dealer Managers") for the Tender Offers.

Any questions or requests for assistance or for additional copies of the Offer Documents may be directed to the Tender and Information Agent at one of its telephone numbers above.  A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer Documents.

SOURCE Corporacion Lindley S.A.