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Banco Internacional del Perú S.A.A. Commences Tender Offer and Consent Solicitation for any and all of its 5.750% Senior Notes Due 2020

LIMA, Peru, Sept. 19, 2019 /PRNewswire/ -- Banco Internacional del Perú S.A.A., a Peruvian open-stock corporation ("Interbank", the "Bank" or "we"), today announced that it has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Bank's Offer to Purchase and Consent Solicitation Statement dated September 19, 2019 (the "Statement"), for any and all of the outstanding 5.750% Senior Notes due 2020 issued by Interbank, acting through its Panamanian branch (the "Notes").

The Bank is also soliciting consents to a proposed amendment to the senior notes indenture governing the Notes to reduce the minimum notice period required for optional redemption of the Notes to five days on the terms and subject to the conditions set forth in the Statement.

The Statement more fully sets forth the terms of the tender offer and consent solicitation.

The Notes and other information relating to the tender offer and consent solicitation are listed in the table below:

Notes

CUSIP/ISIN Numbers

Principal Amount
Outstanding

Tender Offer
Consideration
(1)

Consent
Payment
(1)

Total
Consideration
(1)(2)

5.750% Senior
Notes due 2020

05960BAB8 / US05960BAB80

P1342SAC0 / USP1342SAC00

$386,786,000.00

$1,003.25

$30.00

$1,033.25



(1)

Per $1,000 principal amount of Notes validly tendered and accepted.

(2)

Inclusive of the Consent Payment.

 

Holders who validly tender and do not validly withdraw their Notes prior to 5:00 p.m., New York City time, on October 2, 2019 (the "Early Tender and Consent Date") will be eligible to receive a total consideration of $1,033.25 per $1,000 principal amount of Notes tendered and accepted for purchase by the Bank, which includes a consent payment of $30 per $1,000 principal amount of Notes. Holders who validly tender their Notes after the Early Tender and Consent Date and at or prior to the Expiration Time (defined below) will be eligible to receive the tender offer consideration of $1003.25 per $1,000 principal amount of Notes tendered and accepted for purchase by the Bank.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on October 17, 2019, unless extended or earlier terminated by the Bank (the "Expiration Time").

Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on October 2, 2019, unless extended by the Bank (the "Withdrawal Deadline"). Any tender of the Notes prior to the Withdrawal Deadline may be validly withdrawn and consents may be validly revoked at any time prior to the Withdrawal Deadline but not thereafter except to the extent we are required by law to provide withdrawal rights.

Holders may not tender their Notes without delivering their consents to the proposed amendment to the indenture and the Notes and may not deliver their consents without tendering their Notes pursuant to the tender offer and consent solicitation. The proposed amendment will not become effective, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered consents to the proposed amendment, have been accepted for payment and we have delivered ­an officer's certificate to the Trustee certifying that we have paid the consent payment as applicable.  Receiving such majority in aggregate principal amount of the outstanding Notes to effect the proposed amendment is one of the conditions to the tender offer and consent solicitation. The Bank has reserved the right to (and expects to) accept for purchase all Notes then validly tendered and not validly withdrawn prior to the Early Tender and Consent Date on a date after the Early Tender and Consent Date and prior to the Expiration Time, assuming all conditions to the tender offer and consent solicitation have been satisfied at such time (the "Early Settlement Date", which would occur on or about October 4, 2019). On the Early Settlement Date, the Bank will also pay accrued and unpaid interest from the last applicable interest payment date for the Notes up to, but excluding, the Early Settlement Date on the Notes accepted for purchase.

The Bank obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the tender offer and consent solicitation is subject to the satisfaction or waiver, in the Bank's discretion, of certain conditions, which are more fully described in the Statement, including the consummation of the Bank's concurrent offering of senior notes resulting in net proceeds to the Bank of not less than the aggregate amount to be paid for the purchase price of the Notes tendered and accepted for purchase.

If, following the Early Settlement Date, any Notes remain outstanding, the Bank intends to promptly issue a notice of redemption to redeem such Notes in accordance with the terms of the Notes and the indenture, as modified by a supplemental indenture implementing the proposed amendment, if applicable.

The Bank has retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as the dealer managers and solicitation agents for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll-free), (212) 723-6106 (collect) and/or to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, (866) 846-2874 (toll-free), (212) 834-7279 (collect). Requests for documents may be directed to D.F. King & Co. Inc., the information agent and depositary for the tender offer, at (212) 269-5550 (collect) or at (888) 814-8954 (toll-free) or email: interbank@dfking.com.

None of the Bank, the dealer managers and solicitation agents or the information agent make any recommendations as to whether holders should tender their Notes and deliver consents pursuant to the tender offer and consent solicitation, and no one has been authorized by any of them to make such recommendations.  Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The tender offer is being made solely pursuant to the offer documents.

The tender offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the tender offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Bank.

The new notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to any U.S. persons, except (a) to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"), in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, and (b) outside the United States to non U.S. persons in compliance with Regulation S under the Securities Act ("Regulation S").

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. Our purpose is to be side by side with Peruvians so they can reach their dreams, today, and as such, we have built an integrated financial services platform in the fast-growing, underpenetrated and profitable Peruvian financial system. We have invested in building a leading and scalable digital platform (mobile and online), which is rapidly being adopted by existing and new customers. Our digital platform is complemented by one of the largest distribution networks in the country which includes financial stores, ATMs, correspondent agents, dedicated sales forces, financial advisors, and call centers. Together our digital platform and distribution network provide our more than three million customers and a potential market of more than 30 million Peruvians, and economically active population of 17.4 million and 9 million businesses with access to our products and services and a distinctive and convenient customer experience.

Cision

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