Banco de Credito del Peru announces final exchange results for its previously announced exchange offer

LIMA, Peru, April 22, 2013 /PRNewswire/ -- Banco de Credito del Peru (the "Company") announced today the final results for its offer to exchange up to U.S.$350 million aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.75% Senior Notes due 2016 (CUSIP Nos. 05954TAG6 / P09645AG0 and ISIN Nos. US05954TAG67 / USP09645AG07)  (the "Existing Notes") for newly issued 4.25% Senior Notes due 2023 (the "New Notes") (the "Exchange Offer").

The terms and conditions of the Exchange Offer are set forth in the Exchange Offer Memorandum dated March 25, 2013 (the "Exchange Offer Memorandum") and the related letter of transmittal. 

The Exchange Offer expired at midnight, New York City time, on April 19, 2013 (the "Expiration Date").  As of the Expiration Date, the Company received as validly tendered approximately U.S.$334,565,000 in aggregate principal amount of Existing Notes, including U.S.$326,809,000 in aggregate principal amount of Existing Notes that were validly tendered at or prior to 5:00 p.m., New York City time, on April 5, 2013 (the "Early Exchange Date").  All Existing Notes validly tendered at or prior to the Early Exchange Date were accepted in full by the Company on April 10, 2013.  All Existing Notes validly tendered after the Early Exchange Date but at or prior to the Expiration Date will be accepted in full by the Company, without pro-ration.

Subject to the terms and conditions of the Exchange Offer, the Company expects to settle the Exchange Offer for Existing Notes tendered after the Early Exchange Date and at or prior to the Expiration Date on April 23, 2013 (the "Final Exchange Settlement Date"). On the Final Exchange Settlement Date, Eligible Holders of such notes will receive the Exchange Price (as described in the Exchange Offer Memorandum).

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, April 23, 2013, less the amount of interest accrued on the New Notes from April 1, 2013, the date of the closing of the Company's recent offering of U.S.$350 million 4.25% Senior Notes, to, but excluding, April 23, 2013.  Cash in lieu of any fractional portion rounded down of a New Note will be paid on the applicable settlement date based on the Exchange Price.

The general conditions and the special conditions described in the Exchange Offer Memorandum have been satisfied with respect to settlement at the Final Exchange Settlement Date, including that the New Notes will be fungible for U.S. federal income tax purposes with the Company's notes issued on April 1, 2013. 

The New Notes constitute a single series with, and will trade under the same CUSIP and ISIN numbers, as the Company's notes issued on April 1, 2013.  The New Notes will be the Company's direct, unconditional and unsecured general obligations and will, other than as set forth below, at all times rank pari passu in right of payment with all of the Company's other unsecured obligations other than obligations that are, by their terms, expressly subordinated in right of payment to the New Notes.  The notes will be effectively subordinated to (i) all of the Company's secured indebtedness with respect to the value of the Company's assets securing that indebtedness, (ii) certain direct, unconditional and unsecured general obligations that in case of the Company's insolvency are granted preferential treatment pursuant to Peruvian law and (iii) all of the existing and future liabilities of the Company's subsidiaries, including trade payables.  The New Notes will bear interest of 4.25% per year. Interest will be payable on April 1 and October 1 of each year, commencing on October 1, 2013.  The New Notes will mature on April 1, 2023.

The Exchange Offer has been solicited only from holders of Existing Notes who 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 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 Company has registered the New Notes and the Exchange Offer Memorandum with the Peruvian Superintendency of the Securities Market (Superintendencia del Mercado de Valores, or "SMV"). In Peru, this offering will be considered a public offering directed exclusively to "institutional investors" (as such term is defined under the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10, as amended). The New Notes (or beneficial interests therein) may not be offered or sold in Peru except in compliance with the securities laws thereof. Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offer.

D.F. King & Co., Inc. acted as the information and exchange agent for the Exchange Offer and requests for documents may be directed to D.F. King & Co., Inc. at (800) 549-6746 (U.S. Toll-free) or (212) 269-5550 (Collect).

This press release is not an offer to sell or a solicitation of an offer to buy any security. 

SOURCE Banco de Credito del Peru