Banco de Credito del Peru, Acting Through Its Panamanian Branch, Announces Early Settlement Date for Previously Announced Exchange Offer

LIMA, Peru, Oct. 11, 2011 /PRNewswire/ -- Banco de Credito del Peru, acting through its Panamanian branch (the "Company"), today announced the early settlement date for its 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").  The Company is concurrently soliciting consents (the "Consents") to proposed amendments (the "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 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.  

As of 5:00 p.m., New York City time, on October 7, 2011 (the "Early Exchange Date"), the Company received as validly tendered and eligible for exchange U.S.$114,440,000 in aggregate principal amount of Existing Notes, as more fully set forth below.  Subject to the terms and conditions of the Exchange Offer and Consent Solicitation, the Company expects to settle the Exchange Offer for these notes on October 13, 2011 (the "Early Exchange Settlement Date").  On the Early Exchange Settlement Date, Eligible Holders of such notes will receive the Total Exchange Price (as described in the Exchange Offer and Consent Solicitation Statement).

The table below indicates, among other things, the principal amount of Existing Notes tendered for New Notes to be issued by the Company:

(1) Per U.S.$1,000 principal amount of Existing Notes accepted for exchange on the Early Exchange Settlement Date.

(2) Per U.S.$1,000 principal amount of Existing Notes accepted for exchange on the Early Exchange Settlement Date.  The Early Participation Premium is included in the Total Exchange Price.

(3) Per U.S.$1,000 principal amount of Existing Notes accepted for exchange on the Early Exchange Settlement Date.  Amount assumes that an Eligible Holder receives the Total Exchange Price in New Notes.  If an Eligible Holder receives a portion of the Total Exchange Price as a cash payment in lieu of a fractional note (as described below), the amount payable in respect of accrued interest will be adjusted accordingly.  Eligible Holders whose Existing Notes are accepted for exchange on the Final Exchange Date will receive U.S.$24.63 per U.S.$1,000 principal amount of Existing Notes accepted for exchange (adjusted accordingly for cash payments made in lieu of a fractional note, as further described below).  The amounts of the payments in respect of accrued and unpaid interest indicated herein, and in the table above, have been revised to correct a calculation error in the amounts indicated in the press release dated September 30, 2011.

Eligible Holders who validly tender Existing Notes for exchange after the Early Exchange Date, but on or prior to the Expiration Date (as defined below), will receive the Exchange Price (as described in the Exchange Offer and Consent Solicitation Statement).  

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 6.875% Fixed-to-Floating Rate Subordinated Notes, to, but excluding, the applicable settlement date.  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.

Tenders of Existing Notes in the Exchange Offer may no longer be withdrawn, except as required by applicable law.  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").  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 the Company will, subject to the terms and conditions of the Exchange Offer and Consent Solicitation, 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) a condition relating to the fungibility for U.S. federal income tax purposes of the New Notes issued in the Exchange Offer with the notes issued in the Company's recent offering of U.S.$350 million Fixed-to-Floating Rate Subordinated Notes, which has been satisfied; 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. The Company may waive any general condition in its sole discretion.  In addition, 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 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 New Notes will constitute a further issuance of, form a single series with, and have the same CUSIP and ISIN numbers as, the 6.875% Fixed-to-Floating Rate Subordinated Notes due 2026 that the Company issued for cash on September 16, 2011.

The Company also announced today that it has received the requisite consents to adopt the Proposed Amendments to the indenture (the "Indenture") governing the Company's Existing Notes in connection with the Company's previously announced Consent Solicitation.  The Consent Solicitation was made in accordance with the terms and subject to the conditions stated in the Exchange Offer and Consent Solicitation Statement and the related letter of transmittal and consent. Accordingly, on or before the Early Exchange Settlement Date, the Company intends to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture effecting the Proposed Amendments.  However, the Proposed Amendments will not become operative until a majority in aggregate principal amount of the outstanding Existing Notes held by persons other than the Company and its affiliates (as defined in the Indenture) are purchased and or exchanged on the Early Exchange Settlement Date.

As described in the Exchange Offer and Consent Solicitation Statement, the purpose of the Proposed Amendments is to modify the Indenture to eliminate a requirement that the Company leave at least U.S.$50,000,000 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 principal amount of the Existing Notes outstanding.

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