LIMA, Peru, Jan. 3, 2024 /PRNewswire/ — Banco Internacional del Perú S.A.A., a Peruvian bank in the form of an open-stock corporation (“Interbank”), announced today that it has commenced a tender offer for cash (the “Tender Offer”) for any and all of its outstanding 6.625% Fixed-to-Floating Rate Subordinated Notes due 2029 (CUSIP Nos. 05968DAA8 and P13435AA3) (the “Notes”).
The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated January 3, 2024 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery (collectively, the “Offer Documents”). The following table sets forth certain information relating to the Notes:
|
Title of Security |
CUSIP/ISIN No. |
Aggregate Principal |
Consideration* |
|
6.625% Fixed-to- |
144A: 05968DAA8 / Reg S: P13435AA3 / |
$300,000,000 |
$1,000 |
|
* Per $1,000 principal amount of Notes and excluding accrued and unpaid interest on the Notes, which will be paid in addition to the Consideration. |
As set forth in the table above, subject to the terms and conditions of the Tender Offer, holders of the Notes (each, a “Holder”) must validly tender and not validly withdraw their Notes at or before 8:00 a.m., New York City time, on January 11, 2024, unless such date and time are extended or the Tender Offer is earlier terminated by Interbank in its sole discretion, subject to applicable law (such time and date, as may be extended or earlier terminated, the “Expiration Time”) to receive $1,000 for each $1,000 in principal amount of Notes (the “Consideration”).
Holders who wish to be eligible to receive the Consideration must (1) validly tender and not validly withdraw their Notes at any time at or prior to the Expiration Time or (2) deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the guaranteed delivery procedures described in the Offer to Purchase on or prior to the Expiration Date, and deliver their Notes on or prior to 5:00 p.m., New York City time, on January 16, 2024, unless extended (the “Guaranteed Delivery Date”). Tendered Notes may be withdrawn at any time at or prior to the earlier of (i) the Expiration Time, (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer and (iii) at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.
Interbank anticipates that it will accept for purchase all Notes validly tendered and not validly withdrawn at or before the Expiration Time and pay for such accepted Notes promptly following the Expiration Time and the Guaranteed Delivery Date (the “Settlement Date”). The Settlement Date is expected to occur on January 17, 2024, unless the Tender Offer is extended or earlier terminated by Interbank in its sole discretion, subject to applicable law and all conditions to the Tender Offer having been either satisfied or waived by Interbank as of the Settlement Date.
In addition to the Consideration, holders of Notes accepted for payment will receive accrued and unpaid interest, including any applicable additional amounts, from the last interest payment date for the Notes to, but not including, the Settlement Date.
Interbank reserves the right to amend, terminate or withdraw the Tender Offer for the Notes, subject to disclosure and other requirements as and as required by applicable law. In the event of a termination or withdrawal of the Tender Offer, Notes tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering holders.
Concurrently with the Tender Offer, Interbank is offering (the “Bond Offering”) subordinated notes (the “New Notes”) in a transaction that is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Following payment for the Notes accepted pursuant to the terms of the Tender Offer, Interbank may, but is not obligated to, redeem all or a portion of the Notes that remain outstanding in accordance with the terms of the indenture governing the Notes. The Tender Offer does not constitute a notice of redemption or an obligation to issue a notice of redemption. The Tender Offer is not an offer to sell the Notes, the New Notes or any other securities or a solicitation of an offer to buy the Notes, the New Notes or any other securities.
The Tender Offer is conditioned upon the satisfaction or waiver by Interbank of certain conditions, including the consummation of the Bond Offering on terms satisfactory to Interbank and resulting in net proceeds to Interbank of not less than the aggregate amount to be paid for the Consideration for the Notes tendered and accepted for purchase pursuant to the Tender Offer, plus any accrued and unpaid interest, including any applicable additional amounts, from the last interest payment date to, but not including, the Settlement Date.
Interbank has engaged BofA Securities, Inc. and J.P. Morgan Securities LLC as the dealer managers for the Tender Offer (“Dealer Managers”). Persons with questions regarding the Tender Offer should contact BofA Securities, Inc. at Attn: Liability Management, 1-800-292-0070 (toll-free), 1-646-855-8988 (collect) and/or to J.P. Morgan Securities LLC at Attn: Latin America Debt Capital Markets, 1-866-846-2874 (toll-free), 1-212-834-7279 (collect). The Offer Documents are available at www.dfking.com/interbank and requests for the Offer Documents may be directed to D.F. King & Co. Inc., the information agent and depositary for the tender offer (“Information and Tender Agent”), at 1-888-626-0988 (toll-fee) or 1-212-269-5550 (banks and brokers).
Tendering Holders who wish to tender their Notes for cash and also subscribe for the New Notes should quote a unique identifier code (“Unique Identifier Code”), which can be obtained by contacting the Dealer Managers, in their ATOP Instruction (as defined in the Offer to Purchase). A Unique Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such holder should obtain and quote a Unique Identifier Code in its ATOP Instruction. Interbank will review tender instructions received on or prior to the Expiration Time and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
This press release is not an offer to sell the Notes or any securities and it is not soliciting an offer to buy Notes or any securities of Interbank or any of its subsidiaries. The Tender Offer is being made solely by means of the Offer Documents.
Neither this announcement nor the Offer to Purchase constitutes an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which, or to or from any person to or from whom, such offer or solicitation is unlawful. 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 Tender Offer will be deemed to be made on behalf of Interbank by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If Interbank becomes aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with applicable laws, Interbank will make a good faith effort to comply with any such laws. If, after such good faith effort, Interbank cannot comply with any such laws, the Tender Offer will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction. Neither the delivery of this announcement, the Offer Documents nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in Interbank or its affiliates’ affairs since the date hereof, or that the information included in this announcement or the Offer Documents are correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein in Interbank’s affairs since the date hereof or thereof.
THE OFFER TO PURCHASE CONTAINS CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE “RISK FACTORS” IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.
THE OFFER TO PURCHASE HAS NOT BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
None of Interbank, the Dealer Managers, the Information and Tender Agent or the trustee for the Notes or any of their respective affiliates makes any recommendation in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
Please refer to the Offer Documents for a description of offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
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
Interbank is 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).
SOURCE Banco Internacional del Perú S.A.A.
