PROMERICA ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 9.700% NOTES DUE 2024 AND SOLICITATION OF CONSENTS

PANAMA CITY, July 24, 2023 /PRNewswire/ -- PROMERICA FINANCIAL CORPORATION ("PFC" or the "Company"),  a corporation organized and existing under the laws of the Republic of Panama, announced today the commencement of a cash tender offer (the "Tender Offer") to purchase any and all of the outstanding $200 million aggregate principal amount of its outstanding 9.700% Notes due 2024 (the "Notes") and the solicitation (the "Solicitation") of consents (the "Consents") from the registered holders of the Notes (1) to adopt an amendment (the "Proposed Amendment") to the Indenture (as defined below) under which the Notes were issued and (2) to the execution by PFC and the trustee of a supplemental indenture to the Indenture effecting such amendment.

The following table sets forth certain terms of the Tender Offer and Solicitation:

The terms and conditions of the Tender Offer and Solicitation are described in an Offer to Purchase, dated July 24, 2023 (the "Offer to Purchase").  PFC intends to fund the Tender Offer, including accrued interest and fees and expenses payable in connection with the Tender Offer, with the net proceeds of its separately announced proposed offering of debt securities (the "Debt Financing") and other conditions set forth in the Offer to Purchase.

Holders who validly tender (and do not validly withdraw) their Notes pursuant to the Tender Offer will be deemed, by effecting such tender, to have (i) delivered a Consent to the Proposed Amendments in the Tender Offer and (ii) directed the Trustee and the Collateral Agent to enter into the Supplemental Indenture and release documents effecting the Proposed Amendments. Holders will not be permitted to validly tender their Notes without delivering the related Consents to the Proposed Amendments.

Holders must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time (4:00 p.m., Panama time), on August 4, 2023 unless extended, earlier terminated or withdrawn (such date and time, as the same may be extended, the "Early Tender Time") in order to be eligible to receive the Total Consideration, which includes the Tender Offer Consideration and the Early Tender Premium (each as defined below), on the initial payment date. Holders validly tendering Notes and delivering Consents after the Early Tender Time will be eligible to receive only the Tender Offer Consideration, and not the Early Tender Premium, plus Accrued Interest for such Notes. Holders must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time (4:00 p.m., Panama time), on August 21, 2023 unless extended, earlier terminated or withdrawn (such date and time, as the same may be extended, the "Expiration Time") in order to be eligible to receive the Tender Offer Consideration, and not the Early Tender Premium,  plus Accrued Interest for such Notes. Tendered Notes may be validly withdrawn and delivered Consents may be validly revoked at any time at or prior to the Early Tender Time but not thereafter (such date and time, as the same may be extended, the "Withdrawal Deadline").

The purchase price (the "Tender Offer Consideration") for Notes tendered pursuant to the Tender Offer after the Early Tender Time but at or prior to the Expiration Time will be an amount in cash equal to $994.25 per $1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the Tender Offer. The purchase price ("Total Consideration") for Notes tendered at or prior to the Early Tender Time will be an amount in cash equal to $1,024.25 per $1,000 principal amount of Notes (which is comprised of the Tender Offer Consideration plus an early tender premium of $30.00 per $1,000 principal amount of the Notes (the "Early Tender Premium"). Notwithstanding any other provisions of the Tender Offer, PFC's obligation to accept for purchase and pay for any Notes validly tendered pursuant to the Tender Offer and to accept any Consent validly delivered is conditioned upon the receipt of the Requisite Consents (as defined below) at the Early Tender Time, among other conditions further described in the Offer to Purchase.

Pursuant to the terms of the Indenture, the Proposed Amendment requires the consent of the holders of 66.6% in aggregate principal amount of Notes then outstanding under the Indenture (excluding any Notes held by PFC and its affiliates)(the "Requisite Consents"). As of the date hereof, the aggregate outstanding principal amount of the Notes is $200,000,000, none of which is held by PFC and its affiliates. If the Requisite Consents are received, the Tender Offer is consummated and the Proposed Amendments becomes effective with respect to the Indenture, the Proposed Amendment will be binding on all non-tendering and all consenting and non-consenting holders.

The Tender Offer Consideration or Total Consideration, as applicable, for the Notes will be paid together with accrued and unpaid interest ("Accrued Interest") from and including the last interest payment date for the Notes up to, but not including, the Settlement Date (as defined below). Additionally, subject to the limitations set forth in the Indenture, PFC will pay additional amounts in respect of any withholding tax such that the Tender Offer Consideration or Total Consideration, as applicable, and Accrued Interest received by Holders after such withholding tax will be equal to the amounts that would have been received had there been no withholding tax.

Tenders of Notes may be validly withdrawn and Consents validly delivered may be revoked at any time at or prior to the Withdrawal Deadline, but not thereafter. A holder cannot tender without also giving a consent nor give a consent without tendering. A withdrawal of a tender will constitute a withdrawal of a consent. In the event of a termination of the Tender Offer, neither the Tender Offer Consideration nor the Total Consideration, as the case may be, will be paid, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.

Upon the terms and subject to the conditions, including the Bank Consent Condition and the Financing Condition, set forth in the Offer to Purchase (including if the Tender Offer is extended or amended, the terms and conditions of any such extension or amendment), PFC will accept for purchase, and for payment, Notes validly tendered to the Depositary (as defined below) and not validly withdrawn at or prior to the Expiration Time, upon satisfaction or waiver of the conditions to the Tender Offer specified under "Conditions to the Tender Offer and Solicitation" in the Offer to Purchase.

The payment date for the Notes that are validly tendered and accepted for purchase and the Consents that are validly delivered and accepted on or prior to the Early Tender Time is expected to be made promptly following the satisfaction or waiver of the conditions to the Tender Offer, including the Financing Condition and the Bank Consent Condition (the "Early Settlement Date"). PFC expects that the Early Settlement Date will be on or about August 10, 2023. The payment date for the Notes that are validly tendered and accepted for purchase and the Consents that are validly delivered and accepted after the Early Tender Time but on or before the Expiration Time is expected to be made promptly following the Expiration Time (the "Final Settlement Date"). The Final Settlement Date is expected to occur on the second business day following the Expiration Date. Any Notes that are tendered and accepted in the Tender Offer will be retired and canceled. There will be no proration of any tender of Notes for purchase.

For avoidance of doubt, interest on the Notes will cease to accrue on the Early Settlement Date or the Settlement Date, as applicable, for all Notes purchased in the Tender Offer.  All Notes purchased on the Early Settlement Date or the Settlement Date, as applicable, will subsequently be cancelled.

Holders who do not validly tender their Notes for purchase pursuant to the Tender Offer and Solicitation or who validly withdraw their Notes on or prior to the Expiration Time will continue to hold Notes pursuant to the terms of the Indenture. If the Requisite Consents are received, the Tender Offer and Solicitation is consummated and the Proposed Amendment becomes operative, the Proposed Amendment will be binding on all holders of the Notes regardless of whether they consented to the Proposed Amendment. The adoption of the Proposed Amendments may have adverse consequences for holders of Notes who elect not to tender their Notes in the Tender Offer.

PFC has retained BofA Securities, Inc. and J.P. Morgan Securities LLC to act as dealer managers (the "Dealer Managers") in connection with the Tender Offer.  Global Bondholder Services Corporation has been appointed as depositary and information agent (hereinafter referred to as the "Depositary" and the "Information Agent" as the context requires) in connection with the Tender Offer.  The Bank of New York Mellon is the trustee (the "Trustee"), registrar (the "Registrar"), transfer agent (the "Transfer Agent") and paying agent (the "Paying Agent"), TMF Group New York, LLC is the collateral agent (the "Collateral Agent"), and The Bank of New York Mellon SA/NV, Luxembourg Branch, is the Luxembourg transfer agent and Luxembourg paying agent (the "Luxembourg Agent"), under the indenture governing the Notes, dated as of November 14, 2018 (the "Indenture").

Whether or not the Tender Offer and Solicitation is consummated, subject to applicable law, we expressly reserve the right, in our sole discretion, to purchase from time to time, any Notes that remain outstanding after the Expiration Time or in the event of any termination or withdrawal of the Tender Offer and Solicitation, through open market purchases, privately negotiated transactions, redemptions one or more additional tender or exchange offers, defeasance, or otherwise, upon such terms and at such prices as we may determine, which may be more or less favorable to Holders than the prices to be paid pursuant to the Tender Offer and Solicitation and may involve cash or other consideration.  Any future purchase, redemptions, defeasance or satisfaction and discharge by us will depend on various factors existing at that time.  We cannot assure you as to which, if any, of these alternatives (or combinations thereof) we may choose to pursue in the future.

None of PFC, the Depositary, the Information Agent, the Dealer Managers, the Trustee or any affiliate of any of them makes any recommendation as to whether or not Holders should tender Notes or deliver Consents pursuant to the Tender Offer and Solicitation.  Each Holder must decide whether to tender Notes or deliver Consents and, if tendering, the amount of Notes to tender.  Holders are urged to review carefully all information contained or incorporated by reference in the Offer to Purchase.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities in a jurisdiction where it is not permitted. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase. Nothing contained herein shall constitute an offer of the debt securities that are the subject of the Debt Financing.

About PFC Resources 

Promerica Financial Corporation, or "PFC", is a private corporation (sociedad anónima) organized under the laws of Panama. PFC is the majority shareholder of a network of commercial banks operating in nine different countries in Central America, South America and the Caribbean. PFC is considered a "bank holding company" under Panamanian law and is regulated by the Panama Superintendency of Banks, which oversees PFC's consolidated operations.

Our main office is located at Calle 50 y 53 Este, Area Bancaria, Panama, Republica de Panama.

Cautionary Statement for the Purpose of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements included in this press release other than statements of historical fact, including, but not limited to, expectations regarding the completion of the Debt Financing and the Tender Offers are forward-looking statements. When used in this press release, the words "could," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," "budget," "target," "plan," "continue," "potential," "guidance," "strategy," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Forward-looking statements are based on the Company's current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. Although the Company believes these assumptions and expectations are reasonable, they are inherently subject to numerous business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. No assurance can be given that such expectations will be correct or achieved or that the assumptions are accurate.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statement is made. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, the Company's actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by applicable law, the Company undertakes no obligation to publicly correct or update any forward-looking statement whether as a result of new information, future events or circumstances after the date of this press release, or otherwise.

SOURCE PROMERICA FINANCIAL CORPORATION