Intercorp Perú Ltd Commences Tender Offer for Any and All of its 5.875% Senior Notes Due 2025
LIMA, Peru, July 17, 2019 /PRNewswire/ -- Intercorp Perú Ltd., a Peru-based holding company organized under the laws of The Bahamas ("Intercorp") (Lima Stock Exchange: INTCOBC1), the parent company of Intercorp Financial Services (IFS), InRetail Peru, InRetail Pharma and InRetail Shopping Malls, among others, announced today that it has commenced a tender offer for cash (the "Tender Offer") for any and all of its outstanding 5.875% Senior Notes due 2025 (CUSIP Nos. 458652 AA2 and P5625X AB0) (the "Notes").
The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 17, 2019 (the "Offer to Purchase") and the related Letter of Transmittal and Notice of Guaranteed Delivery (as these terms are defined in the Offer to Purchase and, collectively, the "Offer Documents"). The following table sets forth certain information relating to the Notes:
Title of |
CUSIP/ISIN Numbers |
Aggregate Principal |
|
|||
5.875% |
144A: 458652AA2 / Reg S: P5625XAB0 / |
$250,000,000 |
$1,046.25 |
|||
|
As set forth in the table above, subject to the terms and conditions of the Tender Offer, holders of the Notes (each, a "Holder") must validly tender and not properly withdraw their Notes at or before 5:00 p.m., New York City time, on July 24, 2019, unless such date and time are extended or the Tender Offer is earlier terminated by Intercorp in its sole discretion, subject to applicable law (such time and date, as may be extended or earlier terminated, the "Expiration Time") to receive $1,046.25 for each $1,000 in principal amount of Notes (the "Consideration").
Holders who wish to be eligible to receive the Consideration must validly tender and not validly withdraw their Notes at any time at or prior to the Expiration Time. Tendered Notes may be withdrawn at any time at or prior to the earlier of (i) the Expiration Time, (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer and (iii) at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.
Intercorp anticipates that it will accept for purchase Notes validly tendered and not validly withdrawn at or before the Expiration Time and pay for such accepted Notes promptly following the Expiration Time and the Guaranteed Delivery Date (the "Settlement Date"). In addition to the Consideration, holders of Notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Settlement Date.
The Settlement Date for the Offer will be promptly following the Guaranteed Delivery Date and is expected to occur on July 29, 2019, which is the third business day after the Expiration Time, unless the Offer is extended or earlier terminated by the Company in its sole discretion, subject to applicable law and all conditions to the Tender Offer having been either satisfied or waived by Intercorp as of the Settlement Date.
Intercorp reserves the right to amend, terminate or withdraw the Tender Offer for the Notes, subject to disclosure and other requirements as and as required by applicable law. In the event of a termination or withdrawal of the Tender Offer, Notes tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering holders.
Intercorp's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in Intercorp's discretion, of certain conditions, which are more fully described in the Offer Documents, including the consummation of Intercorp's concurrent offering of senior notes.
Intercorp has engaged Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC as the Dealer Managers for the Tender Offer. Persons with questions regarding the Tender Offer should contact Credit Suisse Securities (USA) LLC at Attn: Liability Management Group, 1-800-820-1653 (toll-free), 1-212-538-2147 (collect) and/or to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, 1-866-846-2874 (toll-free), 1-212-834-7279 (collect).
The complete terms and conditions of the Tender Offer are described in the Offer Documents, copies of which are available at the following web address: http://www.dfking.com/intercorp, or may also be obtained from D.F. King & Co., Inc. ("D.F. King"), the Information and Tender Agent for the Tender Offer, by contacting D.F. King at 1-877-864-5059 (Toll-Fee) or 1-212-269-5550 (Collect), or email [email protected].
This press release is not an offer to sell the Notes or any securities and it is not soliciting an offer to buy Notes or any securities of Intercorp or any of its subsidiaries. Intercorp has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. The Offer is being made solely by means of the Offer to Purchase dated July 17, 2019, the related Letter of Transmittal and the related Notice of Guaranteed Delivery. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
None of Intercorp, the Dealer Managers, the Information and Tender Agent or the Trustee for the Notes makes any recommendation in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
Please refer to the Offer Documents for a description of offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
About Intercorp
Intercorp is a Peru-based holding company organized under the laws of The Bahamas. Intercorp is a holding company for one of Peru's largest business groups. Focused on Peru's growing middle class, Intercorp provides a variety of services to satisfy consumers' evolving preferences for modern goods and services. Intercorp's cash flows are primarily generated by dividends from subsidiaries. Intercorp's businesses are mainly focused on three industries: financial services, retail (including shopping malls), and education. Intercorp manages its businesses primarily through two principal holding companies, Intercorp Financial Services Inc. and InRetail Peru Corp.
Forward-Looking Statements
Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Intercorp's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Intercorp's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Intercorp does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.
Contacts: |
Intercorp Perú Ltd. Av. Carlos Villarán 140, Piso 17 La Victoria - Lima Perú +(511) 219 2000 Ext. 29715 |
SOURCE Intercorp Perú Ltd.
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