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Date, the aggregate principal amounts of Notes specified in the table below were validly tendered and not validly withdrawn.
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Title of Security |
CUSIP and ISIN |
Principal |
Aggregate |
Percentage of |
|
5.250% Fixed-to-Floating |
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. |
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|
(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Including the U.S.$165,725,000 aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and the U.S.$415,000 aggregate principal amount of Notes validly tendered (and not validly withdrawn) after the Early Tender Date but at or prior to the Expiration Date. |
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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Settlement Date total consideration for each U.S.$1,000 principal amount of the Notes validly tendered and not validly withdrawn of U.S.$1,000 (the “Total Consideration“), plus accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not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.
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By Mail, Hand or Overnight Courier: |
By Facsimile Transmission: |
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48 Wall Street |
(for eligible institutions only) |
|
22nd Floor |
(212) 708-3328 |
|
New York, New York 10005 |
Attention: Michael Horthman |
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USA |
|
|
Attention: Michael Horthman |
Confirmation by Telephone |
|
E-mail: [email protected] |
(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
[email protected]
SOURCE Corporación Financiera de Desarrollo S.A.
