LIMA,
Peru, April 24, 2024 /PRNewswire/ -- On
April 11, 2024, Corporación
Financiera de Desarrollo S.A. ("COFIDE") announced the commencement
of a cash tender offer (the "Offer") for any and all of its
outstanding US$255,000,000 aggregate
principal amount of 5.250% Fixed-to-Floating Rate Subordinated
Notes due 2029 (the "Notes") on the terms and subject to the
conditions set forth in COFIDE's Offer to Purchase dated
April 11, 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 Early Tender
Date and the Total Consideration. We were advised by the Tender
and Information Agent that as of the Early Tender 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were validly tendered and not validly withdrawn.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
|
Aggregate
Principal Amount
Tendered as of the
Early Tender Date
|
Total
Consideration(a)
|
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.$165,725,000
|
U.S.$1,000
|
(a)
Per U.S.$1,000 principal amount
|
Holders who have validly tendered (and have not validly
withdrawn) their Notes on or prior to the Early Tender Date and
whose Notes are accepted for purchase pursuant to the Offer are
eligible to receive the Total Consideration, and accrued and unpaid
interest on their accepted Notes up to, but excluding, the Early
Settlement Date (as set forth below), and any additional amounts
thereon, if any.
Notes that have been validly tendered (and not validly
withdrawn) at or prior to the Early Tender Date and accepted for
purchase by COFIDE pursuant to the Offer are expected to be
purchased by COFIDE on or around May 2,
2024, which date COFIDE may change without notice (the
"Early Settlement Date").
Under the Offer to Purchase, the original deadline for Holders
to tender their Notes to be eligible to receive the Total
Consideration was 5:00 p.m.,
New York City time, on
April 24, 2024 (the "Early Tender
Date").
COFIDE hereby announces that it is extending such period for
Holders to be able to tender their Notes and be eligible to receive
the Total Consideration until 5:00
p.m., New York City time,
on May 9, 2024 (the "Extended Early
Tender Date"), which is the same date and time as the Expiration
Date.
Withdrawal rights for the Offer expired at 5:00 p.m., New York
City time, on April 24, 2024
(the "Withdrawal Deadline"). Notes that have been validly tendered
on or prior to the Early Tender Date cannot be withdrawn, except as
may be required by applicable law.
Holders who validly tender their Notes on or before the Extended
Early Tender Date and whose Notes are accepted for purchase
pursuant to the Offer will also be eligible to receive the Total
Consideration, and accrued and unpaid interest on their accepted
Notes up to, but excluding, the Final Settlement Date, and any
additional amounts thereon, if any. There will be no Tender
Consideration. Any Notes validly tendered on or after the date
hereof may not be withdrawn.
The other terms of the Offer remain unchanged (including the
Withdrawal Deadline). The terms and conditions of the Offer are
described in the Offer to Purchase, as supplemented and amended by
this announcement. COFIDE's obligations to accept any Notes validly
tendered and not validly withdrawn and to pay the Total
Consideration for them, and the conditions to such obligations
(including but not limited to the New Notes Condition) are set
forth in the Offer to Purchase, as supplemented and amended by this
announcement. The Offer is made by, and pursuant to the terms of,
the Offer to Purchase, and the information in this announcement is
qualified by reference to the Offer to Purchase.
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.
Augusto Tamayo 160
Lima 27, Peru
Att.: Mr. Paul Bringas Arboccó
Chief Financial Officer
pbringas@cofide.com.pe
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SOURCE Corporación Financiera de Desarrollo S.A.