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COFIDE Triumphs in Cash Tender Offer with High Investor Turnout

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Michael Chen

May 10, 2024 - 02:14 am

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COFIDE Concludes Prosperous Tender Offer with Strong Participation

LIMA, PERU—May 9, 2024—In a notable financial development, the esteemed Corporación Financiera de Desarrollo S.A. (COFIDE) broadcasted today the culmination and definitive outcome as of 5:00 p.m. (New York City time) on May 9, 2024, of their much-discussed cash tender offer (referred to as the "Offer") directed at all outstanding 5.250% Fixed-to-Floating Rate Subordinated Notes due 2029 (the "Notes"). These financial instruments, issued by COFIDE, are governed by the conditions outlined in the Offer to Purchase dated April 11, 2024, which was later elaborated on through a press release on April 24, 2024 (collectively, the "Offer to Purchase").

In accordance with the comprehensive statement provided for financial stakeholders, COFIDE outlined the crucial elements of the Notes and the Offer. Among the disclosed particulars were the principal amount of Notes tendered as of the Expiration Date. A significant detail to underscore is the advisory by the Tender and Information Agent, confirming the aggregate principal amounts of Notes precisely tendered and not validly revoked, as detailed in the table provided below.

Offer Highlights and Tender Results

Significant amounts of the Notes were encompassed within the Offer, characterized by their high aggregate principal amount. The table meticulously presents the pivotal data of the security title, along with their CUSIP and ISIN Numbers—a standardized identification used for the unambiguous designation of securities. It also elaborates on the amount outstanding before the commencement of the Offer and the aggregate principal amount tendered by the Expiration Date, showcasing a noteworthy percentage of 65.15% tendered of the aggregate principal amount outstanding.

Security Title: 5.250% Fixed-to-Floating Rate Subordinated Notes due 2029 CUSIP Numbers: 21987D AB0, P3R94G AA7 ISIN Numbers: US21987DAB01, USP3R94GAA71 Principal Amount Outstanding: U.S.$255,000,000 Aggregate Principal Amount Tendered as of Expiration Date: U.S.$166,140,000 Percentage of Aggregate Principal Amount Outstanding Tendered: 65.15%

The footnotes elaborate further that the aggregate principal amount outstanding was specified prior to the Offer's initiation (Footnote 1). Moreover, it includes the U.S.$165,725,000 aggregate principal amount of Notes tendered appropriately (and not validly withdrawn) by the Early Tender Date along with the U.S.$415,000 aggregate principal amount of Notes tendered afterward yet before the Expiration Date (Footnote 2).

Favorable Bidding and Settlement Dates

Individuals who engaged in the Offer by validly tendering their Notes and refraining from withdrawal by the Early Tender Date grasped the Total Consideration on the designated Early Settlement Date. To articulate this further, for each U.S.$1,000 principal amount of validly tendered and not withdrawn Notes, COFIDE extended the Total Consideration, including accrued and unpaid interest from the last interest payment date to, but not including, the Early Settlement Date.

Additionally, the Offer to Purchase paired with the announcement by COFIDE on April 24, 2024, affirms that bidders who dutifully tendered their Notes and maintained their commitment without withdrawal by 5:00 p.m., New York City time, on May 9, 2024—designated as the Extended Early Tender Date and coinciding with the Expiration Date—will equally be entitled to the Total Consideration, encompassing accumulated unpaid interest up to (but excluding) the Final Settlement Date.

The Notes tendered post the Early Tender Date but preceding or on the Expiration Date—when duly accepted for purchase by COFIDE—shall undergo procurement on May 10, 2024. This predetermined date follows closely on the heels of the Expiration Date and, while set, may be subject to alteration without prior notification, marking the Final Settlement Date when the Notes will be subsequently annulled.

Comprehensive Terms and Expert Consultation

A full disclosure of the Offer's terms and conditions is encapsulated within the Offer to Purchase, which prospective investigators may acquire through the Tender and Information Agent. For interested banking institutions and brokerage firms, telephonic consultations can be sought at (212) 269-5550, while other inquiries may be channeled through a U.S. toll-free number: (800) 488-8095. Further contact details are summarized in the table.

Contact Methods for the Tender and Information Agent:

By Mail, Hand or Overnight Courier:
48 Wall Street
22nd Floor
New York, New York 10005
USA
Attention: Michael Horthman

By Facsimile Transmission (for eligible institutions only):
(212) 708-3328

Email:
Email Protected

Confirmation by Telephone:
(212) 269-5552

J.P. Morgan Securities LLC and Santander US Capital Markets LLC have been selected to operate as Dealer Managers, orchestrating the Offer process. Questions regarding the Offer specifics can be addressed to J.P. Morgan Securities LLC at +1 (866) 846-2874 (U.S. toll-free) or +1 (212) 834-7279 (collect), and to Santander US Capital Markets LLC at +1 (855) 404 3636 (U.S. toll-free) or +1 (212) 940 1442 (collect).

Independent Decision-making and Legal Compliance

It is paramount to stress that COFIDE itself, nor the Dealer Managers, the Tender and Information Agent, the trustee for the Notes, or any of their affiliations, are proposing any recommendations on whether or not holders should capitulate their Notes in response to the Offer. They temper abstaining from projecting any opinion on the fairness of the Offer's conditions for any Holder. The determination lies wholly with the Holders to decide whether to tender their Notes and the volume of Notes they opt to tender.

This informational proclamation serves purely as a notice and must not be interpreted as an enticement to purchase or a solicitation of an offer to vend the Notes. The Offer is propelled solely through the instructions laid out in the Offer to Purchase. Additionally, this Offer is not proposed to Holders residing in jurisdictions wherein the acceptance thereof would not conform with the securities or other governing laws of that jurisdiction. Should local laws necessitate that any tender offer be made by a licensed broker or dealer, the Offer will be deemed to be extended on COFIDE's behalf by the Dealer Managers or other licensed brokers or dealers permitted under the laws of the pertinent jurisdiction.

A Glimpse into the Future

The forward-looking statements referred to within the notice, regulated by the U.S. Private Securities Litigation Reform Act of 1995, reflect COFIDE's tactical business initiatives, ambitions, and projections related to their market stature, forthcoming operational activities, margins, and potential profitability.

Although COFIDE stands by the supposition that the underpinnings of these forward-looking statements are plausible, there's an acknowledgement that such assumptions might be fallible. Consequently, the actuality of these projections could deviate significantly.

The contents discussed regarding future outcomes are contingent upon various risk elements, uncertainties, and other dynamic conditions which could lead to material differences from the articulated, estimated, or insinuated projections detailed in these forward-looking statements.

In closing, COFIDE reaffirms their stance, devoid of any obligations, to contemporize any forward-looking declarations, honoring their commitment to transparency and financial probity.

Contact Information

Corporación Financiera de Desarrollo S.A. Augusto Tamayo, 160 Lima 27, Peru Attn: Mr. Paul Bringas Arboccó Chief Financial Officer and Acting Chief Executive Officer Email: Email Protected

SOURCE: Corporación Financiera de Desarrollo S.A.

In conclusion, the tender offer executed by COFIDE underscores the organization's strategic foresight and financial agility, reflecting favorable investor trust and participation in its financial endeavors. As COFIDE advances through its financial timeline, the successful completion of this Offer serves as a vanguard for potential subsequent fiscal maneuvers that will shape the company's trajectory in the global financial arenas.