LIMA, Peru, Jan. 10, 2018 /PRNewswire/ -- Banco Internacional del Perú S.A.A. (the "Company", "we", or "Interbank"), announces that it has commenced an offer to exchange up to US$500 million (the "Maximum Tender Amount"), of its Panamanian branch's outstanding 5.750% Senior Notes due 2020 (CUSIP Nos. 05960BAB8 (Rule 144A) and Pl342SACO (Reg. S) and ISIN Nos. 05960BAB80 (Rule 144A) and 1342SACOO (Reg. S)) (the "Existing Notes") for newly issued 3.375% Senior Notes due 2023 (the "New Notes") (the "Exchange Offer"). The purpose of the Exchange Offer is to manage the maturity profile of the Company's existing debt by extending the maturity of a portion of its outstanding debt from 2020, the maturity of the Existing Notes, until 2023, the maturity of the New Notes.
The Exchange Offer will expire at midnight, New York City time, on February 7, 2018, unless extended by the Company (such time and date, as the same may be extended, the "Expiration Date").
Eligible Holders (as defined below) of Existing Notes who validly tender and do not validly withdraw Existing Notes for exchange by 5:00 PM, New York City time, on January 24, 2018, unless extended by the Company (such time and date, as the same may be extended, the "Early Exchange Date" or the "Withdrawal Deadline"), and whose tenders are accepted by the Company for exchange will receive the Total Exchange Price (as described below). Eligible Holders of Existing Notes who validly tender and do not validly withdraw Existing Notes for exchange after the Early Exchange Date, but at or prior to the Expiration Date, will receive the Exchange Price (as described below). Eligible Holders may withdraw tendered Existing Notes at any time prior to the Withdrawal Deadline but not thereafter (unless the Company extends withdrawal rights or is required by law to permit withdrawal). Eligible Holders may not withdraw their tendered Existing Notes after the Withdrawal Deadline and at or prior to the Expiration Date (unless we extend withdrawal rights or are required by applicable law to permit withdrawal).
Eligible Holders that tender their Existing Notes at or prior to the Early Exchange Date and do not validly withdraw and whose tenders are accepted by the Company for exchange will receive, in exchange for each US$1,000 of principal amount of Existing Notes being exchanged, New Notes in a principal amount equal to US$1,082.19 (the "Total Exchange Price"). The Total Exchange Price includes an early participation premium, payable in New Notes, of US$30 per US$1,000 principal amount of Existing Notes (the "Early Participation Premium"). Eligible Holders that validly tender their Existing Notes after the Early Exchange Date but at or prior to the Expiration Date and do not validly withdraw and whose tenders are accepted by the Company for exchange will receive the Total Exchange Price less the Early Participation Premium (the "Exchange Price").
Eligible Holders of Existing Notes must tender their Existing Notes in minimum denominations of at least US$150,000. The New Notes will be issued in minimum denominations of US$150,000 and integral multiples of US$1,000 in excess thereof. Tenders of Existing Notes pursuant to the Exchange Offer will be accepted only in principal amounts that will result in the issuance of New Notes with a minimum denomination of at least US$150,000 for New Notes. No additional cash will be paid in lieu of any principal amount of New Notes. Any tender by Eligible Holders of Existing Notes in amounts that would result in New Notes of less than US$150,000 principal amount being issued to a participating holder will be rejected.
All Eligible Holders whose Existing Notes are validly tendered and not validly withdrawn and accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest on their Existing Notes accepted for exchange from the last applicable interest payment date up to, but excluding, the applicable settlement date, less the amount of interest accrued on the New Notes from the New Notes Offering settlement date, but excluding, the applicable settlement date.
The early exchange settlement date (the "Early Exchange Settlement Date") will be the next business day following the Early Exchange Date, which is expected to be January 25, 2018, or as soon as practicable thereafter. On the Early Exchange Settlement Date, we will, subject to the terms and conditions of the Exchange Offer, settle the exchange of all Existing Notes that have been validly tendered, and not validly withdrawn, on or prior to the Early Exchange Date, subject to the Maximum Tender Amount. The final exchange settlement date (the "Final Exchange Settlement Date") will be the next business day following the Expiration Date, which is expected to be February 8, 2018, or as soon as practicable thereafter. On the Final Exchange Settlement Date we will, subject to the terms and conditions of the Exchange Offer, settle the exchange of all Existing Notes that have been validly tendered after the Early Exchange Date and on or prior to the Expiration Date.
Subject to the Maximum Tender Amount and the other terms and conditions described in the Exchange Offer Memorandum (as defined below), the Company intends to exchange all Existing Notes validly tendered at or prior to the Early Exchange Date, and will only prorate such Existing Notes if the aggregate principal amount of Existing Notes validly tendered at or prior to the Early Exchange Date exceeds the Maximum Tender Amount. If the Exchange Offer is not fully subscribed as of the Early Exchange Date, Eligible Holders who validly tender Existing Notes after the Early Exchange Date but at or prior to the Expiration Date may be subject to proration. Eligible Holders who validly tendered Existing Notes at or prior to the Early Exchange Date and whose Existing Notes were accepted by the Company for exchange on the Early Exchange Settlement Date will not be subject to such proration. Furthermore, if the Exchange Offer is fully subscribed as of the Early Exchange Date, Eligible Holders who validly tender Existing Notes after the Early Exchange Date will not have any of their Existing Notes accepted for exchange, provided that such Existing Notes may be accepted for exchange if the Company increases the Maximum Tender Amount, which the Company is entitled to do in its sole discretion. There can be no assurance that the Company will increase the Maximum Tender Amount.
Notwithstanding any other provision of the Exchange Offer, the Company's obligation to accept for exchange any Existing Notes validly tendered is subject to the satisfaction of certain general conditions described in the Exchange Offer Memorandum, and the special condition that at or prior to the Final Exchange Settlement Date the Cash Offering Notes are issued on or before the Early Exchange Settlement Date. The New Notes to be issued in exchange for Existing Notes accepted for exchange on the Early Exchange Date are expected to be consolidated, form a single series and be fully fungible with the Company's notes with CUSIP No. 05968D AB6/P13435 AB1 and ISIN US05968DAB64/USP13435AB16 (the "Cash Offering Notes").
The terms and conditions of the Exchange Offer are set forth in an Exchange Offer Memorandum dated January 10, 2018 (the "Exchange Offer Memorandum") and the related letter of transmittal. The Company may amend, extend or terminate the Exchange Offer, subject to certain conditions described in the Exchange Offer.
The Exchange Offer is being solicited only from holders of Existing Notes who have properly completed, executed and delivered to the information and exchange agent an eligibility letter, whereby such holder has represented that it is one of the following: (i) if in the United States, a "qualified institutional buyer," or "QIB," as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws, or (ii) if outside the United States, a person other than a "U.S. person," as that term is defined in Rule 902 under the Securities Act, or acquiring for the account of a U.S. person (other than as a distributor), and is acquiring New Notes in an offshore transaction in accordance with Rule 903 of Regulation S under the Securities Act (the "Eligible Holders").
The Exchange Offer and the New Notes have not been and will not be registered under the Securities Act and the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Any offer or sale of the New Notes in any member state of the European Economic Area which has implemented the Prospectus Directive must be addressed to qualified investors (as defined in the Prospectus Directive). The New Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering, selling or distributing the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering, selling or distributing the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPS Regulation. Neither the New Notes, nor this Exchange Offer have been and will not be registered with the Peruvian Securities Market Superintendency (Superintendencia del Mercado de Valores) or the Lima Stock Exchange (Bolsa de Valores de Lima). The New Notes (or beneficial interests therein) may not be offered or sold in Peru except in compliance with the securities laws thereof. Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offer.
D.F. King & Co., Inc. has been appointed as the information and exchange agent for the Exchange Offer. Holders of Existing Notes who desire access to the electronic eligibility form should contact D.F. King & Co., Inc., the information agent for the Exchange Offer, at (800) 330-5136 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the Exchange Offer Memorandum can certify eligibility at www.dfking.com/bidp.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Exchange Offer Memorandum and the related letter of transmittal, and only to such persons and in such jurisdictions as are permitted under applicable law. The foregoing description of the Exchange Offer does not purport to be complete and is qualified in its entirety by reference to the Exchange Offer Memorandum and the related letter of transmittal.
Forward-Looking Statements
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
About Interbank
We are a leading provider of a wide range of financial products and banking services for retail customers and commercial clients in Peru, through one of the largest distribution networks (financial stores, ATMs and correspondent agents) in the country, dedicated sales force, and digital channels (internet banking and mobile banking).
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SOURCE Banco Internacional del Perú S.A.A.
