Corporación Financiera de Desarrollo S.A. (COFIDE) Announces Expiration and Results with respect to its Tender Offer for Any and All of its Outstanding 4.750% Notes due 2025
LIMA, Peru, May 1, 2025 /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 1, 2025 (the "Expiration Date") of the previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 4.750% Notes due 2025 (the "Notes") issued by COFIDE on the terms and subject to the conditions set forth in COFIDE's Offer to Purchase dated April 25, 2025 (the "Offer to Purchase") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and together with the Offer to Purchase, the "Offer Documents"). 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 Tender Offer, including, among other things, the aggregate principal amount of Notes tendered on or prior to the Expiration Date. We were advised by Global Bondholder Services Corporation (the "Tender and Information Agent"), that as of the Expiration Date, the aggregate principal amount of Notes specified in the table below were validly tendered and not validly withdrawn.
Title of Security | CUSIP No. | ISIN | Principal Amount Outstanding1 | Principal Amount Tendered as of Expiration Date | Percentage of Principal Amount Outstanding Tendered |
4.750% Notes due 2025 | 144A: 21987D AD6 Reg S: P3R94G AK5 | 144A: US21987DAD66 Reg S: USP3R94GAK53 | U.S.$349,341,000 | U.S.$165,493,000 | 47.37 % |
1 | Aggregate principal amount outstanding prior to commencement of the Tender Offer. |
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 Expiration Date will receive total consideration for each U.S.$1,000 principal amount of the Notes validly tendered and not validly withdrawn of U.S.$1,000 (the "Tender Offer Consideration"), plus accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Settlement Date.
COFIDE has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date. COFIDE expects to pay the Tender Offer Consideration plus the accrued and unpaid interest on the Notes validly tendered and not validly withdrawn on May 6, 2025, subject to the terms and conditions described in the Offer Documents.
The complete terms and conditions of the Tender 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 +1 (212) 430-3774, and others may call U.S. toll-free: +1 (855) 654-2015. Additional contact information is set forth below.
By Mail, by Overnight Courier, or by | By Facsimile Transmission: |
Hand: | (For Eligible Institutions Only) |
65 Broadway – Suite 404 | +1 (212) 430-3775 |
New York, New York 10006 | |
United States | To confirm receipt of facsimile by |
Attention: Corporate Actions | telephone: +1 (212) 430-3774 |
COFIDE has engaged Citigroup Global Markets Inc., Santander US Capital Markets LLC and SMBC Nikko Securities America, Inc. to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), Santander US Capital Markets LLC by telephone at +1 (855) 404 3636 (U.S. toll free) or +1 (212) 940 1442 (collect), and SMBC Nikko Securities America, Inc. by telephone at +1 (888) 284-9760 (U.S toll free) or +1 (212) 224-5163 (collect).
The Offer Documents will be available online at https://www.gbsc-usa.com/cofide until the consummation or termination of the Tender Offer.
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 Tender Offer or expressing any opinion as to whether the terms of the Tender 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 Tender 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 Tender Offer is being made solely by means of the Offer to Purchase. The Tender 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 Tender 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. Belisario Morán
Acting Chief Financial Officer
bmoran@cofide.com.pe
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