Banco BBVA Perú Announces Results of the Tender Offer for Any and All of its 5.250% Subordinated Notes due 2029

LIMA, Peru, March 11, 2024 /PRNewswire/ -- Banco BBVA Perú, a banking institution organized as a corporation (sociedad anónima) under the laws of the Republic of Perú ("BBVA"), announced today the results for the previously announced tender offer for cash (the "Tender Offer") for any and all of its outstanding 5.250% Subordinated Notes due 2029 (CUSIP Nos. 05537GAD7 and P16236AG9) (the "Notes"). The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 4, 2024 (the "Offer to Purchase"), and the related Notice of Guaranteed Delivery (collectively, the "Offer Documents"). Terms used but not otherwise defined herein have the meanings ascribed to them in the Offer Documents.

The Tender Offer expired at 5:00 p.m., New York City time, on March 8, 2024 (the "Expiration Time").

According to information provided by D.F. King & Co., Inc., the information and tender agent for the Tender Offer (the "Information and Tender Agent"), US$163,290,000 aggregate principal amount of Notes (including US$130,000 in aggregate principal amount of the Notes that were tendered pursuant to the Guaranteed Delivery Procedures) were validly tendered, and not validly withdrawn, prior to or at the Expiration Time, representing 54.43% aggregate principal amount of Notes outstanding. 

BBVA has accepted all validly tendered Notes and expects to pay for such Notes on March 13, 2024 (the "Settlement Date"), subject to all conditions to the Tender Offer having been either satisfied or waived by BBVA as of the Settlement Date. The Financing Condition to the Tender Offer described in the Offer to Purchase has been satisfied.

The Consideration for each US$1,000 principal amount of validly tendered Notes accepted for purchase will be US$1,000.  In addition to the Consideration, holders of Notes accepted for purchase will receive accrued and unpaid interest, including any applicable additional amounts, from the last interest payment date for the Notes to, but not including, the Settlement Date.

Following payment for the Notes accepted pursuant to the terms of the Tender Offer, BBVA may, but is not obligated to, redeem all or a portion of the Notes that remain outstanding in accordance with the terms of the indenture governing the Notes. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption.

BBVA has engaged BBVA Securities Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC as the dealer managers for the Tender Offer ("Dealer Managers"). Persons with questions regarding the Tender Offer should contact BBVA Securities Inc., at Attn: Liability Management, + 1 (212) 728-2303 (toll-free), + 1 (212) 728-2303 (collect), BofA Securities, Inc. at Attn: Liability Management, 1-800-292­-0070 (toll-free), 1-646-855-8988 (collect) and/or to Goldman Sachs & Co. LLC at Attn: Liability Management Group, (800) 828-3182 (toll-free), (212) 902-1905 (collect). The Offer Documents are available at www.dfking.com/bbva and requests for the Offer Documents may be directed to the Information and Tender Agent at + 1 (800) 488-8035 (toll-fee) or +1 (212) 269-5550 (banks and brokers).

This press release is not an offer to buy, nor is it soliciting an offer to sell, Notes or any securities of BBVA or any of its subsidiaries. The Tender Offer was made solely by means of the Offer Documents.

Neither the delivery of this announcement, the Offer Documents nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in BBVA or its affiliates' affairs since the date hereof, or that the information included in this announcement or the Offer Documents are 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 in BBVA's affairs since the date hereof or thereof.

THE OFFER TO PURCHASE HAS NOT BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

None of BBVA, the Dealer Managers, the Information and Tender Agent or the trustee for the Notes or any of their respective affiliates made any recommendation in connection with the Tender Offer.  Holders were required to make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

Please refer to the Offer Documents for a description of offer terms, conditions, disclaimers and other information applicable to the Tender Offer.

Forward-Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About BBVA

BBVA is a full-service financial institution providing, including through its subsidiaries, a wide variety of banking and financial products and services to individual and commercial customers in Perú. In addition to operating through BBVA's nationwide network of branches, BBVA serves its customers through its automated teller machines and digital banking services. BBVA places a significant focus on distributing its banking services efficiently and in a manner accessible to its customers, including through the use of telephone and digital banking services.

SOURCE Banco BBVA Perú