Republic of Peru Announces Settlement of Switch Tender Offer

News provided by

Dec 04, 2019, 17:29 ET

LIMA, Peru, Dec. 4, 2019 /PRNewswire/ -- The Republic of Peru ("Peru"), in accordance with its previously-announced offer (the "Offer") dated November 21, 2019, to purchase for cash (i) outstanding U.S. Dollar-Denominated Global Bonds (the "Old Global Bonds"), and (ii) sovereign bonds or bonos soberanos (the "Old Bonos Soberanos"), including bonos soberanos in the form of Global Depositary Notes previously issued by Citibank, N.A., as depositary (the "GDNs", together with the Old Bonos Soberanos and Old Global Bonds, collectively, the "Old Bonds") in each case as set forth in the tables below, today announced the settlement of the Offer. As previously announced by Peru, the Offer expired as scheduled at 12:00 p.m. New York City time, on November 21, 2019 for Non-Preferred Tenders and at 4:00 p.m. New York City time, on November 21, 2019 for Preferred Tenders. Capitalized terms used but not defined in this press release have the meanings specified in the offer to purchase dated November 21, 2019.

The Purchase Price to be paid for each U.S.$1,000 or S/1,000, as applicable, principal amount of each series of Old Bonds tendered by holders and accepted pursuant to the Offer was set forth in a previous press release dated November 21, 2019.

For convenience, set forth below are the maturity date, outstanding aggregate principal amount, ISIN, CUSIP, Common Code and NEMONICO, as applicable, for each Old Bond that was subject to the Offer:

Old Bonds

Maturity Date

Outstanding
Aggregate Principal
Amount as of

November 20, 2019 ⁽¹⁾

ISIN

CUSIP

Common Code

NEMÓNICO

5.200% Bonos Soberanos due 2023

09/12/2023

S/1,776,910,000

PEP01000C4N3

144A: 715638BZ4

REG S: 715638CA8

199979485

SB12SEP23

5.200% GDNs due 2023

09/12/2023

144A: US715638BP60

REG S: USP87324BM36

144A: 715638BP6

REG S: P87324BM3

144A: 080122101

REG S: 080124139

5.700% Bonos Soberanos due 2024

08/12/2024

S/11,544,133,000

PEP01000C4W4

144A: 715638CB6

REG S: 715638CC4

199979701

SB12AGO24

5.700% GDNs due 2024

08/12/2024

I44A: US715638BT82

REG S: USP78024AB57

144A: 715638BT8

REG S: P78024AB5

144A: 113520477

REG S: 113520485

7.350% U.S. Dollar-Denominated
Global Bonds due 2025⁽²⁾

07/21/2025

U.S.$1,646,481,000

US715638AS19

715638AS1

022518259

4.125% U.S. Dollar-Denominated
Global Bonds due 2027⁽²⁾

08/25/2027

U.S.$1,061,614,000

US715638BU55

715638BU5

128039414

⁽¹⁾ These amounts may include Old Bonds held by institutions and companies controlled by the Peruvian Government that have not been
cancelled

⁽²⁾Each series of Old Global Bonds is admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange

The table below sets forth the final aggregate principal amount for each series of Old Bonos Soberanos, including in the form of GDNs, tendered and accepted for purchase.

Old Bonds	Aggregate Principal Amount Tendered (Preferred Tenders / Non- Preferred Tenders)	Proration Factor (Preferred Tenders / Non-Preferred Tenders)	Aggregate Principal Amount of Preferred Tenders Accepted	Aggregate Principal Amount of Non- Preferred Tenders Accepted
5.200% Bonos Soberanos due 2023 ⁽¹⁾	S/467,537,000 / S/0	100% / 100%	S/467,537,000	S/0

5.700% Bonos Soberanos due 2024 ⁽²⁾	S/4,824,513,000 / S/300,000	100% / 100%	S/4,824,513,000	S/300,000

⁽¹⁾ Includes the 5.200% GDNs due 2023 issued by Citibank, N.A., as the depositary that were validly tendered and accepted by Peru in accordance with the Offer.
⁽²⁾ Includes the 5.700% GDNs due 2024 issued by Citibank, N.A., as the depositary that were validly tendered and accepted by Peru in accordance with the Offer.

The table below sets forth the final aggregate principal amount for each series of the Old Global Bonds tendered and accepted for purchase.

Old Bonds	Aggregate Principal Amount Tendered (Preferred Tenders / Non- Preferred Tenders)	Proration Factor (Preferred Tenders / Non- Preferred Tenders)	Aggregate Principal Amount of Preferred Tenders Accepted	Aggregate Principal Amount of Non- Preferred Tenders Accepted
7.350% Global Bonds due 2025	U.S.$82,910,000 / U.S.$21,955,000	100% / 100%	U.S.$82,910,000	U.S.$21,955,000

4.125% Global Bonds due 2027	U.S.$11,900,000 / U.S.$36,574,000	100% / 100%	U.S.$11,900,000	U.S.$36,574,000

The Information Agent of the Offer is:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, NY 10006
United States of America
Attention: Corporate Actions
Banks and Brokers call: +1 (212) 430-3774
Toll free: +1 (866) 470-3800
http://www.gbsc-usa.com/Peru/

The Dealer Managers for the Offer are:

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Citigroup Global Markets Inc.

388 Greenwich Street, 7^th Floor

New York, New York 10013

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attention: Liability Management
Group

Collect: (646) 855-8988

Toll-free: (888) 292-0070

Attention: Liability Management
Group

Toll Free: (800) 558-3745

Collect: (212) 723-6106

Attention: Global Liability
Management Group

Toll Free: +1 (888) HSBC-4LM

Collect: +1 (212) 525-5552

Attention: Latin America –Debt Capital
Markets

U.S. Toll-Free: (866) 846-2874

U.S. Collect: (212) 834-7279

Disclaimer

This announcement shall not constitute an offer to purchase or the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Offer was not made to holders of Old Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws required the Offer to be made by a licensed broker or dealer, the Offer was deemed to be made on behalf of Peru by the dealer managers for the Offer or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction

In any EEA Member State this announcement is only addressed to and is only directed at qualified investors within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are persons falling within Article 43 of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

SOURCE The Republic of Peru