LIMA,
PERU, May 9, 2024 /PRNewswire/ -- Corporación
Financiera de Desarrollo S.A. ("COFIDE") today announced the
expiration and final results as of 5:00 p.m. (New York
City time) on May 9, 2024 (the "Expiration Date") of
the previously announced cash tender offer (the "Offer") for any
and all of its outstanding 5.250% Fixed-to-Floating Rate
Subordinated Notes due 2029 (the "Notes") issued by COFIDE on the
terms and subject to the conditions set forth in COFIDE's Offer to
Purchase dated April 11, 2024 as amended by the press
release dated April 24, 2024 (the
"Offer to Purchase"). Capitalized terms used in this press release
but not otherwise defined have the meanings given to them in the
Offer to Purchase.
The table below sets forth certain information relating to the
Notes and the Offer, including, among other things, the aggregate
principal amount of Notes tendered on or prior to the Expiration
Date. We were advised by the Tender and Information Agent (as
defined below), that as of the Expiration Date, the aggregate
principal amounts of Notes specified in the table below were
validly tendered and not validly withdrawn.
Title of
Security
|
CUSIP and ISIN
Numbers
|
Principal
Amount
Outstanding(1)
|
Aggregate
Principal
Amount
Tendered as of
Expiration Date(2)
|
Percentage of
Aggregate
Principal Amount
Outstanding
Tendered
|
5.250%
Fixed-to-Floating
Rate Subordinated Notes
due 2029
|
CUSIP: 21987D
AB0
P3R94G AA7
ISIN:US21987DAB01
USP3R94GAA71
|
U.S.$255,000,000
|
U.S.$166,140,000
|
65.15 %
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Aggregate principal
amount outstanding prior to commencement of the Offer.
|
(2)
|
Including
the U.S.$165,725,000 aggregate principal amount of Notes
validly tendered (and not validly withdrawn) at or prior to the
Early Tender Date and the U.S.$415,000 aggregate principal amount
of Notes validly tendered (and not validly withdrawn) after the
Early Tender Date but at or prior to the Expiration
Date.
|
Pursuant to the Offer to Purchase, Holders who validly tendered
their Notes and did not validly withdraw their tendered Notes at or
prior to the Early Tender Date received on the Early Settlement
Date total consideration for each U.S.$1,000 principal amount of the Notes validly
tendered and not validly withdrawn of U.S.$1,000 (the "Total Consideration"), plus accrued
and unpaid interest in respect of their purchased Notes from the
last interest payment date to, but not including, the Early
Settlement Date.
In addition, pursuant to the Offer to Purchase and the
announcement made by COFIDE on April 24,
2024, Holders who validly tendered their Notes and did not
validly withdraw their tendered Notes by 5:00 pm, New York
City time, on May 9, 2024 (the
"Extended Early Tender Date"), which is the same as the Expiration
Date, are also eligible to receive the Total Consideration, plus
accrued and unpaid interest in respect of their purchased Notes
from the last interest payment date to, but not including, the
Final Settlement Date.
Notes that have been validly tendered (and not validly
withdrawn) after the Early Tender Date but at or prior to the
Expiration Date and accepted for purchase by COFIDE pursuant to the
Offer are expected to be purchased by COFIDE on May 10, 2024, the first business day after
the Expiration Date, but which may change without notice (the
"Final Settlement Date") and cancelled.
The complete terms and conditions of the Offer are described in
the Offer to Purchase, copies of which may be obtained from the
Tender and Information Agent. To contact the Tender and Information
Agent, banks and brokers may call (212) 269-5550, and others may
call U.S. toll-free: (800) 488-8095. Additional contact information
is set forth below.
By Mail, Hand or
Overnight Courier:
|
By Facsimile
Transmission:
|
48 Wall
Street
|
(for eligible
institutions only)
|
22nd
Floor
|
(212)
708-3328
|
New York, New York
10005
|
Attention:
Michael Horthman
|
USA
|
|
Attention:
Michael Horthman
|
Confirmation by
Telephone
|
E-mail:
cofide@dfking.com
|
(212)
269-5552
|
COFIDE has engaged J.P. Morgan Securities LLC and Santander US
Capital Markets LLC to act as the dealer managers (the "Dealer
Managers") in connection with the Offer. Questions regarding the
terms of the Offer may be directed to J.P. Morgan Securities LLC by
telephone at +1 (866) 846-2874 (U.S. toll free) or +1 (212)
834-7279 (collect) and Santander US Capital Markets LLC by
telephone at +1 (855) 404 3636 (U.S. toll free) or +1 (212) 940
1442 (collect).
None of COFIDE, the Dealer Managers, the Tender and Information
Agent or the trustee for the Notes, or any of their respective
affiliates, is making any recommendation as to whether Holders
should or should not tender any Notes in response to the Offer or
expressing any opinion as to whether the terms of the Offer are
fair to any Holder. Holders must make their own decision as to
whether to tender any of their Notes and, if so, the principal
amount of Notes to tender. Please refer to the Offer to Purchase
for a description of the offer terms, conditions, disclaimers and
other information applicable to the Offer. This press release is
for informational purposes only and does not constitute an offer to
purchase or the solicitation of an offer to sell the Notes. The
Offer is being made solely by means of the Offer to Purchase. The
Offer is not being made to Holders of Notes 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 those jurisdictions where the securities, blue sky or other laws
require any tender offer to be made by a licensed broker or dealer,
the Offer will be deemed to be made on behalf of COFIDE by the
Dealer Managers or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Forward-Looking Statements
This notice may include and reference "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements may relate to,
among other things, COFIDE's business strategy, goals and
expectations concerning its market position, future operations,
margins and profitability.
Although COFIDE believes the assumptions upon which these
forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate and the forward-looking
statements based on these assumptions could be incorrect.
The matters discussed in these forward-looking statements are
subject to risks, uncertainties and other factors that could cause
actual results and trends to differ materially from those made,
projected or implied in or by the forward-looking statements
depending on a variety of uncertainties or other factors.
COFIDE undertakes no obligation to update any of its
forward-looking statements.
Corporación Financiera de Desarrollo S.A.
Augusto Tamayo 160
Lima 27, Peru
Att.: Mr. Paul Bringas Arboccó
Chief Financial Officer and Acting Chief Executive Officer
pbringas@cofide.com.pe
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SOURCE Corporación Financiera de Desarrollo S.A.