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

LIMA, Peru, July 2, 2014 /PRNewswire/ -- Banco de Credito del Peru (the "Company") announced today the final results for its offer to exchange any and all of its outstanding U.S.$365,435,000 aggregate principal amount 4.75% Senior Notes due 2016 (CUSIP Nos. 05954TAG6 (Rule 144A) and P09645AG0 (Reg. S) and ISIN Nos. US05954TAG67 (Rule 144A) and USP09645AG07 (Reg. S)) (the "Existing Notes") for newly issued 2.75% Senior Notes due 2018 (the "New Notes") (the "Exchange Offer").

The terms and conditions of the Exchange Offer are set forth in an Exchange Offer Memorandum dated June 4, 2014 (the "Exchange Offer Memorandum") and the related letter of transmittal. 

The Exchange Offer expired at midnight, New York City time, on July 1, 2014 (the "Expiration Date").  As of the Expiration Date, the Company received as validly tendered approximately U.S.$210,649,000 in aggregate principal amount of Existing Notes.  All Existing Notes validly tendered at or prior to the Expiration Date will be accepted in full by the Company.

Subject to the terms and conditions of the Exchange Offer, the Company expects to settle the Exchange Offer for Existing Notes validly tendered on or prior to the Expiration Date on July 9, 2014 (the "Settlement Date"). On the Settlement Date, Eligible Holders of such Existing Notes will receive the Total Exchange Price (as described in the Exchange Offer Memorandum). The Company expects to issue approximately U.S.$225,339,000 in aggregate principal amount of New Notes in connection with the Exchange Offer. Cash in lieu of any fractional portion rounded down of a New Note will be paid on the Settlement Date based on the Total Exchange Price.

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 Settlement Date.

The general conditions described in the Exchange Offer Memorandum have been satisfied or waived with respect to settlement at the Settlement Date. 

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 New 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, and (ii) certain direct, unconditional and unsecured general obligations that in case of the Company's insolvency are granted preferential treatment pursuant to Peruvian law. The New Notes will be structurally subordinated to the existing and future obligations of the Company's subsidiaries. The New Notes will bear interest of 2.75% per year. Interest will be payable on January 9 and July 9 of each year, commencing on January 9, 2015.  The New Notes will mature on January 9, 2018.

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 and that it is not an "affiliate" of the Company, as such term is defined in Rule 405 under the Securities Act, 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). Neither the Exchange Offer nor the New Notes nor the Exchange Offer Memorandum have been or will be registered with or approved by the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado de Valores or "SMV") or the Lima Stock Exchange (Bolsa de Valores de Lima or "BVL"). Accordingly, the New Notes cannot be offered or sold in Peru, except in compliance with the applicable Peruvian securities regulations. 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) 488-8095 (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.  The Exchange Offer was made solely by the Exchange Offer Memorandum and the related letter of transmittal, and only to such persons and in such jurisdictions as were permitted under applicable law.  The foregoing description of the Exchange Offer does not purport to be complete and is qualified in its entirety by reference to the Exchange Offer Memorandum and the related letter of transmittal.

SOURCE Banco de Credito del Peru