Fondo MIVIVIENDA S.A. Announces Commencement of a Cash Tender Offer for Any and All of its Outstanding U.S.$650,000,000 3.500% Notes due 2023

LIMA, Peru, March 31, 2022 /PRNewswire/ -- Fondo MIVIVIENDA S.A. ("FMV" or the "Fund"), a state-owned corporation (sociedad anónima) organized under the laws of Peru, today announced the commencement of an offer to purchase for cash any and all of its outstanding 3.500% Notes due 2023 (the "Notes") for a purchase price (the "Purchase Price") equal to U.S.$1,012.60 per U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn (the "Tender Offer"). The Tender Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated March 31, 2022 (the "Offer to Purchase") and a related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

The table below summarizes certain payment terms for the Notes:

The Tender Offer will expire at 5:00 p.m., New York City time (4:00 p.m., Lima time), on April 7, 2022, unless extended, earlier terminated or withdrawn (such date and time, as the same may be extended, the "Expiration Time"). Holders of Notes ("Holders") must validly tender and not validly withdraw their Notes at or prior to the Expiration Time, or deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the guaranteed delivery procedures described in the Offer Documents, on or prior to the Expiration Time and tender their Notes on or prior to 5:00 p.m., New York City time (4:00 p.m., Lima time) on April 11, 2022, in order to be eligible to receive the Purchase Price plus Accrued Interest for such Notes. Tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time but not thereafter. Payment for the Notes that are validly tendered and accepted for purchase is expected to be made on the third business day following the Expiration Time (the "Settlement Date"). It is anticipated that the Settlement Date will be on April 12, 2022. Interest will cease to accrue on the Settlement Date for all Notes purchased in the Tender Offer.

Holders who wish to tender their Notes for cash and also subscribe for the New Notes should quote a unique identifier code corresponding to the New Notes proposed to be subscribed ("Unique Identifier Code") through ATOP. A Unique Identifier Code can be obtained by contacting any of the Dealer Managers and is only relevant (but is not required) if a tendering Holder wishes to subscribe for New Notes. A Unique Identifier Code is not required for a Holder to tender its Notes, and will not be taken into account in the acceptance of Notes in the Tender Offer. The Unique Identifier Code is only being provided to facilitate identification of tendering Holders of Notes that may be interested in subscribing for New Notes and should not be considered consideration or an entitlement of any nature. No assurances can be given that any Holder that tenders its Notes and submits a Unique Identifier Code will be given an allocation of New Notes at the levels it may subscribe for, or at all.

FMV's obligation to purchase Notes in the Tender Offer is conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the entry by FMV prior to the Expiration Time into a purchase agreement, on terms and conditions reasonably satisfactory to FMV, in connection with a concurrent offering (the "New Notes Offering") of U.S. dollar denominated notes (the "New Notes") by FMV (the "Financing Condition"). If and when issued, the New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. The New Notes Offering will be exempt from the registration requirements of the Securities Act, and therefore will only be offered and sold to "qualified institutional buyers" (QIBs) in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The New Notes Offering is not conditioned on the successful consummation of the Tender Offer. The Tender Offer is not contingent upon the valid tender of any minimum principal amount of Notes.

FMV reserves the right, in FMV's sole discretion, to extend, amend and/or terminate the Tender Offer at any time (subject to applicable law and as set forth in the Offer to Purchase). 

The Purchase Price and Accrued Interest payable to purchase the Notes tendered and accepted for purchase in the Tender Offer, as well as the fees and expenses incurred in connection with the Tender Offer, are expected to be paid by FMV with the proceeds from the New Notes Offering. To the extent the net proceeds from the New Notes Offering are not sufficient, FMV expects to use available cash on hand and/or borrowings under available lines of credit. Following payment for the Notes accepted pursuant to the terms of the Tender Offer, FMV 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. None of the Offer Documents nor this press release constitute a notice of redemption or an obligation to issue a notice of redemption.

The Offer Documents do not constitute an offer to sell any securities or the solicitation of an offer to buy any securities of FMV in the New Notes Offering or in any other transaction.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, the Tender Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and The Depository Trust Company for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer Documents.

The tender agent and information agent for the Tender Offer is Global Bondholder Services Corporation. To contact the tender agent and information agent, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (855) 654-2014 or email [email protected]. Additional contact information is set forth below.

Copies of each of the Offer Documents are available at the following web address: https://www.gbsc-usa.com/fmv.

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The dealer managers for the Tender Offer are:

This press release is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the Notice of Guaranteed Delivery. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer. The Tender Offer is not being made to, nor will FMV accept tenders of the Notes from, Holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction. None of FMV, the dealer managers, the tender agent and information agent or the trustee for the Notes, or any of their respective affiliates, makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.

Neither the Offer to Purchase nor any related documents have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. FMV assumes no obligation to update or correct the information contained in this press release.

SOURCE Fondo MIVIVIENDA S.A.