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Date, the aggregate principal amounts of Notes specified in the table below were validly tendered and not validly withdrawn.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 |
Principal Amount |
Aggregate |
Total |
|
5.250% Fixed- |
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Holders who have validly tendered (and have not validly withdrawn) their Notes on or prior to the Early Tender Date and whose Notes are accepted for purchase pursuant to the Offer are eligible to receive the Total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Notes that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase by COFIDE pursuant to the Offer are expected to be purchased by COFIDE on or around May 2,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
[email protected]
SOURCE Corporación Financiera de Desarrollo S.A.