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Republic of Peru Announces Settlement of Switch Tender Offer

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, 7th 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.

Cision

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SOURCE The Republic of Peru