Fondo MIVIVIENDA S.A. Announces Results of Cash Tender Offer for Any and All of its Outstanding U.S.$650,000,000 Aggregate Principal Amount of 3.500% Notes due 2023

LIMA, Peru, April 7, 2022 /PRNewswire/ — Fondo MIVIVIENDA S.A. (“FMV” or the “Fund”), today announced the tender results of its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 3.500% Notes due 2023 (the “Notes”). The Tender Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated March 31, 2022 (the “Offer to Purchase”) and a related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

As previously announced, the expiration time for the Tender Offer was 5:00 p.m., New York City time (4:00 p.m., Lima time), on April 7, 2022, (such date and time, the “Expiration Time”). As of the Expiration Time, U.S.$477,012,000 in aggregate principal amount of the Notes had been validly tendered and not validly withdrawn pursuant to the Tender Offer (excluding U.S.$202,000 in aggregate principal amount of the Notes that were tendered pursuant to the Guaranteed Delivery Procedures). The settlement of the Tender Offer is expected to occur on April 12, 2022 (the “Settlement Date”).

The table below sets forth the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, and accepted for purchase:

Notes

CUSIP and ISIN
Number(s)

Principal Amount
Outstanding

Purchase Price(1)

Principal Amount
Tendered and Accepted
for Purchase(2)

3.500% Notes due 2023

Rule 144A: 344593AA6

Regulation S: P42009AA1

Rule 144A: US344593AA60

Regulation S: USP42009AA12

U.S.$650,000,000

U.S.$1,012.60

U.S.$477,012,000



(1)

Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. In addition, holders of Notes whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest (“Accrued Interest”) on their Notes from the last interest payment date preceding the Settlement Date to, but not including, such Settlement Date.

(2)

Principal Amount Tendered and Accepted for Purchase does not include U.S.$202,000 in aggregate principal amount of Notes that were tendered pursuant to the Guaranteed Delivery Procedures.



Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer Documents, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for purchase. Holders of Notes whose Notes have been accepted for purchase will receive the purchase price described in the table above plus Accrued Interest.

All conditions described in the Offer to Purchase including the Financing Condition (as such term is defined in the Offer to Purchase), have been satisfied on or prior to the Expiration Time.

The total cash payment to purchase on the Settlement Date the Notes validly tendered and accepted for purchase (excluding U.S.$202,000 in aggregate principal amount of the Notes that were tendered pursuant to the Guaranteed Delivery Procedures), including Accrued Interest and any additional amounts thereon, will be approximately U.S.$486,361,435.20.

Interest will cease to accrue on the Settlement Date for all Notes purchased in the Tender Offer. Following payment for the Notes accepted pursuant to the terms of the Tender Offer, FMV 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. None of the Offer Documents nor this press release constitute a notice of redemption or an obligation to issue a notice of redemption.

The tender agent and information agent for the Tender Offer is Global Bondholder Services Corporation. To contact the tender agent and information agent, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (855) 654-2014 or email [email protected]. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

65 Broadway, Suite 404

New York, NY 10006

USA

Attention: Corporate Actions

By Facsimile Transmission:

(for eligible institutions only)

+1 (212) 430-3775/3779

Confirmation by Telephone

+1 (212) 430-3774



The dealer managers for the Tender Offer are:

BofA Securities, Inc.
One Bryant Park
New York, NY 10036
U.S. Toll Free: +1 (888) 292-0070
Collect: +1 (646) 855 8988
Attention: Liability Management Group

Citigroup Global Markets Inc.
388 Greenwich Street, 4th Floor

Floor Trading
New York, New York 10013
U.S. Toll Free: +1 (800) 558-3745
Collect: +1 (212) 723-6106
Attention: Liability Management Group

J.P. Morgan Securities LLC
383 Madison Avenue, 6th Floor
New York, New York 10179
U.S. Toll Free: +1 (866) 846-2874

Collect: +1 (212) 834-7279
Attention: Latin America Debt Capital Markets




This press release is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer was made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the Notice of Guaranteed Delivery.

This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. FMV assumes no obligation to update or correct the information contained in this press release.

SOURCE Fondo MIVIVIENDA S.A.

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