LIMA, Peru, Jan. 24, 2018 /PRNewswire/ -- Banco Internacional del Perú S.A.A. (the "Company", "we", or "Interbank"), announces the early settlement results for its offer to exchange up to US$500 million (the "Maximum Tender Amount"), of its Panamanian branch's outstanding 5.750% Senior Notes due 2020 (CUSIP Nos. 05960BAB8 (Rule 144A) and P1342SAC0 (Reg. S) and ISIN Nos. 05960BAB80 (Rule 144A) and 1342SAC00 (Reg. S)) (the "Existing Notes") for newly issued 3.375% Senior Notes due 2023 (the "New Notes") (the "Exchange Offer").
The terms and conditions of the Exchange Offer are set forth in an Exchange Offer Memorandum dated January 10, 2018 (the "Exchange Offer Memorandum") and the related letter of transmittal.
As of 5:00 p.m., New York City time, on January 24, 2018 (the "Early Exchange Date"), the Company received as validly tendered and accepted for exchange approximately U.S.$262,672,000 in aggregate principal amount of Existing Notes. Subject to the terms and conditions of the Exchange Offer, the Company expects to settle the Exchange Offer for those Existing Notes on January 25, 2018 (the "Early Exchange Settlement Date"). On the Early Exchange Settlement Date, Eligible Holders of such Existing Notes will receive the Total Exchange Price (as described in the Exchange Offer Memorandum).
All Eligible Holders whose Existing Notes are validly tendered and accepted by us 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 the New Notes Offering settlement date, but excluding, the applicable settlement date.
Tenders of Existing Notes in the Exchange Offer may no longer be withdrawn, except as required by applicable law. The Exchange Offer will expire at midnight, New York City time, on February 7, 2018, 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") is expected to be the next business day following the Expiration Date (February 8, 2018), 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, 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.
Eligible Holders who validly tender Existing Notes for exchange after the Early Exchange Date, but on or prior to the Expiration Date, will receive the Exchange Price, which is equal to the Total Exchange Price less the Early Participation Payment (each as described in the Exchange Offer Memorandum).
Because the Exchange Offer was not fully subscribed as of the Early Exchange Date, Eligible Holders who validly tender Existing Notes after the Early Exchange Date may be subject to proration. Eligible Holders who validly tendered Existing Notes at or prior to the Early Exchange Date and whose Existing Notes were accepted for exchange on the Early Exchange Settlement Date are not subject to such proration.
The general conditions and the special condition described in the Exchange Offer Memorandum have been satisfied with respect to settlement at the Early Exchange Settlement Date. However, notwithstanding any other provision of the Exchange Offer, the Company's obligation to accept for exchange any Existing Notes validly tendered after the Early Exchange Date is subject to the satisfaction of certain general conditions. The Company may waive any general condition in its sole discretion.
The New Notes will constitute a single series with, and will trade under the same CUSIP and ISIN numbers, as the Company's notes issued on January 18, 2018.
The Exchange Offer 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 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 ("EEA") which has implemented the Prospectus Directive (as defined herein) must be addressed to qualified investors (as defined in the Prospectus Directive). The New Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering, selling or distributing the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering, selling or distributing the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. Neither the New Notes, nor this Exchange Offer have been and will not be registered with the Peruvian Capital Securities Markets Superintendency (Superintendencia del Mercado de Valores) or the Lima Stock Exchange (Bolsa de Valores de Lima). 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. has been appointed as the information and exchange agent for the Exchange Offer. Holders of Existing Notes who desire access to the electronic eligibility form should contact D.F. King & Co., Inc., the information agent for the Exchange Offer, at (800) 330-5136 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the Exchange Offer Memorandum can certify eligibility at www.dfking.com/bidp.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Exchange Offer Memorandum and the related letter of transmittal, and only to such persons and in such jurisdictions as are 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.
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 acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
SOURCE Banco Internacional del Perú S.A.A.