LIMA, Peru, Jan. 12, 2024 — Banco Internacional del Perú S.A.A., a Peruvian bank in the form of an open-stock corporation (“Interbank”), announced today the results for the previously announced 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”), upon 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”). Terms used but not otherwise defined herein have the meanings ascribed to them in the Offer Documents.
The Tender Offer expired at 8:00 a.m., New York City time, on January 11, 2024 (“Expiration Time”).
According to information provided by D.F. King & Co., Inc., the information and tender agent for the Tender Offer (“Information and Tender Agent”), $194,852,000 aggregate principal amount of Notes were validly tendered prior to or at the Expiration Time and not validly withdrawn, representing 64.95% aggregate principal amount of Notes outstanding.
Interbank has accepted all validly tendered Notes and expects to pay for such Notes on January 17, 2024 (the “Settlement Date”), subject to all conditions to the Tender Offer having been either satisfied or waived by Interbank as of the Settlement Date, including the Financing Condition.
The Consideration for each $1,000 principal amount of validly tendered Notes accepted for purchase will be $1,000. In addition to the Consideration, holders of Notes accepted for purchase 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.
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 or any other securities or a solicitation of an offer to buy the Notes or any other securities.
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 the Information and Tender Agent, at 1-888-626-0988 (toll-fee) or 1-212-269-5550 (banks and brokers).
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 was made solely by means of the Offer Documents.
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 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 made any recommendation in connection with the Tender Offer. Holders were required to 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.
