Finance

BBVA Perú Successfully Completes Tender Offer for Subordinated Notes

LIMA, Peru, March 11, 2024 /PRNewswire/ -- Banco BBVA Perú, a notable financial institution incorporated as a corporation under the esteemed jurisdiction of the Republic of Perú, commonly referred to as BBVA, has publicly disclosed the outcome of its warmly received tender offer that was previously announced. The tender offer was strategically circulated to invite holders of its outstanding 5.250% Subordinated Notes that are due for redemption in the year 2029 to submit their holdings for purchase by the bank for cash consideration. The financial identifiers for such notes are CUSIP Nos. 05537GAD7 and P16236AG9, acknowledged as "the Notes."

This pivotal financial operation was conducted in strict adherence to the stipulated terms and conditions unfolded in the Offer to Purchase, initiated on March 4, 2024. Complementing these terms was the related Notice of Guaranteed Delivery. Both cumulatively form what is identified as the "Offer Documents." It's imperative to underscore that certain terms utilized within the context of this announcement are defined within the Offer Documents, and they carry the meanings correspondingly assigned in that context.

The meticulously structured Tender Offer was brought to a close at the preordained hour of 5:00 p.m., according to the time-keeping in New York City, charted on the calendar as March 8, 2024. This point in time has been characterized as "the Expiration Time," symbolizing the conclusion of the offer acceptance period.

Reliable data presented by D.F. King & Co., Inc., the designated information and tender agent appointed for this Tender Offer, demonstrates a robust participation level. Specifically, it reveals that US$163,290,000 in aggregate principal amount of the Notes had been validly proffered and committed by note holders—including US$130,000 in aggregate principal amount that adhered to the Guaranteed Delivery Procedures. This tendered sum reflects a noteworthy 54.43% of the total aggregate principal amount of Notes outstanding—a clear testament to the confidence of stakeholders in this financial maneuver.

BBVA, acting in accordance with its prudent governance protocols, has authenticated the acceptance of all Notes validly tendered and is arranging to orchestrate the payment for these financial instruments on March 13, 2024, which has been designated as the "Settlement Date." This progression is dependent on the satisfaction of all conditions related to the Tender Offer, or the waiver of such conditions by BBVA, come Settlement Date. The Financing Condition—a crucial stipulation of the Tender Offer discussed in detail within the Offer to Purchase—has been successfully fulfilled.

For each US$1,000 principal amount of the Notes that were validly tendered and embraced for purchase by BBVA, the payment, known as the Consideration, will be equally US$1,000. An additional benefit for the holders of Notes chosen for purchase is the entitlement to accrued but unpaid interest. This also includes any pertinent additional amounts accrued from the last appointed interest payment date to, but not including, the Settlement Date. This assurance of accrued benefits underscores BBVA's commitment to reflecting the value of the stakeholders' investment over the duration of their holdings.

Subsequent to the payment execution for the Notes that have met the terms of the Tender Offer, BBVA retains the discretion to undertake a redemption of all or any segment of the remaining outstanding Notes. Such action would conform to the terms scripted in the indenture—a formal agreement—governing the Notes. However, it is paramount to clarify that this press release neither triggers an obligatory redemption clause nor serves as a notice of such redemption.

BBVA has appointed BBVA Securities Inc., BofA Securities, Inc., and Goldman Sachs & Co. LLC as the Dealer Managers in charge of overseeing the Tender Offer. These institutions stand as the Dealer Managers—a trio of financial experts entrusted to facilitate the operation. For any inquiries relating to the Tender Offer, one might reach out to BBVA Securities Inc. at the attention of the Liability Management department, reachable at +1 (212) 728-2303, including either toll-free or collect calls. Alternatively, one may contact BofA Securities, Inc., again at Liability Management but accessible at 1-800-292-0070 for toll-free calls, or 1-646-855-8988 for collect, and for Goldman Sachs & Co. LLC, interested parties can reach the Liability Management Group at (800) 828-3182 for toll-free calls or (212) 902-1905 for collect inquiries. For comprehensive information, the Offer Documents are readily accessible at www.dfking.com/bbva, where further requests can be submitted to the Information and Tender Agent via +1 (800) 488-8035 for toll-free calls or +1 (212) 269-5550 for banks and brokers.

This communication, in no shape or form, should be interpreted as an inducement to buy or an invitation to submit a sales offer for Notes or any securities of BBVA or its subsidiary entities. The definitive proposition to sell was promulgated exclusively through the Offer Documents.

Moreover, it should be emphatically stated that neither the dissemination of this announcement, the provision of the Offer Documents, nor the act of purchasing Notes should be viewed as indicators of BBVA's status quo. It should not be inferred that changes within BBVA or its affiliates' affairs have not occurred post-announcement, or that the information contained herein or therein remains unaltered subsequent to their respective publication dates. The advancement of BBVA's operations post-disclosure is not implied.

Concerning the legalities, THE OFFER TO PURCHASE WAS NEITHER LODGED WITH NOR SCRUTINIZED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION, NOR BY REGULATORY AUTHORITIES OF ANY NATION. Moreover, no such institution has commented on the accuracy or completeness of the OFFER TO PURCHASE. It's essential to internalize that any representations stating otherwise are not only unlawful but also potentially constitute a criminal violation.

BBVA, alongside the Dealer Managers, the Information and Tender Agent, the trustee for the Notes, and their respective affiliates, refrained from formulating any recommendations concerning the Tender Offer. The holders of the Notes were necessitated to independently evaluate whether to tender their holdings, and if so, decide on the principal amount of Notes to present for tendering.

All interested parties are advised to exclusively rely on the Offer Documents for an extensive comprehension of the offer terms, conditions, disclaimers, and other relevant data that apply to this Tender Offer.

Forward-Looking Statements

The contents of this press release are not devoid of forward-looking statements. It's important to acknowledge that the actual results might differ appreciably from those portrayed or implied in such forward-looking discourses. We remain under no obligation to make public any revisions to these statements that might be parsed to reflect subsequent events or circumstances after the date of their initial release, or significant company changes after that date.

About BBVA

BBVA stands out as a full-fledged financial enterprise that, through its subsidiaries, offers a vast array of banking and financial services. These services cater to both individual consumers and commercial clients within Perú. BBVA maximizes its reach through a nation-spanning branch network, as well as ATMs and digital banking platforms. A crucial aspect of BBVA's operational philosophy involves the prioritization of service distribution efficiency, ensuring accessibility for all customers—emphasizing the pivotal role of phone-based and digital banking services in this modern era.

We cordially recognize Banco BBVA Perú as the trustworthy source of the aforementioned press release content.