North American Development Bank (NADB) Announces Tender Offer for up to $225,000,000 of its 2.40% Notes Due 2022

SAN ANTONIO, May 13, 2020 /PRNewswire/ -- North American Development Bank or "NADB," a binational financial institution established and capitalized by the Governments of the United States and Mexico, has commenced a cash tender offer (the "Offer") for the repurchase of up to U.S. $225,000,000 aggregate principal amount of its outstanding 2.40% Notes Due 2022 (the "Notes"). 

The Offer will expire at 5:00 p.m., New York City time, on May 19, 2020, unless extended or earlier terminated (the "Expiration Time"). 

The table below summarizes certain payment terms of the Offer:

The terms and conditions of the Offer are set out in an Offer to Purchase dated May 13, 2020.  The Purchase Price for tendered Notes are as described in the Offer to Purchase.  In addition, the consideration paid for the tendered Notes will include accrued and unpaid interest from the last interest payment date to but excluding the Settlement Date (as defined below).

The Offer is subject to the NADB's receipt of aggregate net proceeds from a concurrent offering of new NADB notes (the "New Notes Offering"), sufficient to fund the aggregate Purchase Price plus accrued interest in respect of all Notes tendered and accepted for purchase in the Offer.

Payment of the Purchase Price for any Notes validly tendered at or prior to the Expiration Time and accepted for payment is expected to take place on May 29, 2020 (subject to change without notice and no earlier than closing date of the New Notes Offering) (the "Settlement Date"). The Settlement Date will not occur prior to the closing of the New Notes Offering.

Those who wish to participate in the Offer must validly tender Notes through The Depository Trust Company ("DTC"). The Notes were originally issued in book-entry only form through the Federal Reserve Bank of New York. Since Notes may be tendered only through DTC's ATOP system, and only from a DTC participant account, Notes that are currently held by a custodian in an account at the Federal Reserve Bank of New York must be transferred to a participant account at DTC before they can be tendered.  Extra time may be necessary for a broker or custodian to effect such transfer.      

Holders wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the time by which such owner must take action in order to so participate.

Any questions, requests for assistance concerning the Offer or requests for additional copies of the Offer to Purchase may be directed to Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. LLC, the Dealer Managers for the Offer, or to D.F. King & Co., Inc., the Information and Tender Agent. 

• Credit Suisse Securities (USA) LLC can be reached at (800) 820-1653 (toll free) or (212) 538-2147 (call collect).
• Goldman, Sachs & Co. LLC can be reached by email at [email protected], or by phone at (800) 828-3182 (toll free) or (212) 357-1452 (call collect).
• D.F. King & Co., Inc. can be reached by email at [email protected], or by phone at (866) 342-2676 (toll free); banks and brokers may call (212) 269-5550.

Copies of the Offer to Purchaser and other documents relating to the Offer can be obtained on the website:  www.dfking.com/nadb.

Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

This announcement is neither an offer to sell nor a solicitation of offers to buy any of the Notes. Neither NADB, nor the Dealer Managers, nor the Information and Tender Agent make any recommendation that any holder of the Notes tender or refrain from tendering all or any portion of the principal amount of such holder's Notes. Holders must make their own decisions whether to tender any Notes, and if so, decide on the principal amount of the Notes to tender. NADB's securities are obligations of NADB only. The Notes, including any interest or return of discount on the securities, are not guaranteed by and are neither debts nor obligations of the United States or any federal agency or instrumentality or entity other than NADB. The Offer is being made only upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2020.

This announcement does not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such an offer under applicable securities laws or otherwise.

The distribution of materials relating to the Offer, and the transactions contemplated by the Offer, may be restricted by law in certain jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into your possession, you are required by NADB to inform yourself of and to observe all of these restrictions. The materials relating to the Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate on behalf of NADB in that jurisdiction.

NADB is a binational development financing institution established on January 1, 1994, by the Governments of the United States and Mexico for the purpose of financing environmental infrastructure projects in the U.S.-Mexico border region, as well as providing technical and other assistance to support the development of such projects. 

SOURCE North American Development Bank