Fondo MIVIVIENDA S.A. Announces Early Tender Results of Intermediated Cash Tender Offer for up to US$375,000,000 Aggregate Principal Amount of its 4.625% Notes due 2027
NEW YORK, March 24, 2026 /PRNewswire/ -- Today, Fondo MIVIVIENDA S.A. (the "Issuer"), and Scotia Capital (USA) Inc. (the "Offeror") announced the early tender results of the previously announced offer by the Offeror to purchase for cash (the "Offer") up to US$375,000,000 aggregate principal amount (the "Maximum Purchase Amount") of the Issuer's 4.625% Notes due 2027 (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 10, 2026 (as amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used in this press release, but not defined herein, have the meanings assigned thereto in the Offer to Purchase.
As previously announced, the early tender deadline for the Offer was 5:00 p.m. (New York City time) on March 23, 2026 (such date and time, the "Early Tender Date" and the "Withdrawal Deadline"). Since the Withdrawal Deadline has passed, Notes tendered in the Offer may no longer be withdrawn.
The Offeror has been advised by Global Bondholder Services Corporation, the tender agent and information agent for the Offer, that, as of the Early Tender Date, valid tenders totaling US$467,414,000 aggregate principal amount of the Notes, or approximately 77.90% of the outstanding Notes, had been received.
The table below summarizes certain payment terms of the Offer:
Description
of Notes
CUSIP/
ISIN Nos.
Outstanding
Principal
Amount
Offer
Consideration
(1)(2)
Early Tender
Payment (1)
Total
Consideration
(1)(2)
Maximum
Purchase
Amount
4.625% Notes due 2027
344593 AF5 /
US344593AF57
P42009 AE3 /
USP42009AE34
US$600,000,000
US$957
US$50
US$1,007
US$375,000,000
_____________
(1) Per US$1,000 principal amount of Notes. Excludes accrued and unpaid interest to be paid to Holders whose Notes are validly tendered and accepted for purchase by the Offeror.
(2) The Total Consideration equals the Offer Consideration plus the Early Tender Payment. Excludes accrued and unpaid interest to be paid to Holders whose Notes are validly tendered and accepted for purchase by the Offeror.
Since the aggregate principal amount of all Notes validly tendered at or prior to the Early Tender Date exceeds the Maximum Purchase Amount, the Offeror will accept for purchase only US$374,999,000 aggregate principal amount of the tendered Notes (using a proration factor of 0.77941000), and no Notes validly tendered after the Early Tender Date will be accepted for purchase.
The Offer will expire at 5:00 p.m. (New York City time) on April 13, 2026, unless extended or earlier terminated by the Offeror (this date and time, including as extended or earlier terminated, the "Expiration Date").
Subject to the terms and conditions of the Offer being satisfied or waived and to the Offeror's right to amend, extend, terminate or withdraw the Offer, the Offeror expects that payment for all Notes validly tendered at or before the Early Tender Date and accepted by the Offeror will occur on March 25, 2026 (the "Early Settlement Date").
Holders of Notes who validly tendered and did not validly withdraw their Notes at or before the Early Tender Date and whose Notes were accepted for purchase by the Offeror will receive the Total Consideration set forth above, which includes the Early Tender Payment. In addition, Holders of Notes who validly tender Notes in the Offer, and whose tender of Notes is accepted by the Offeror, will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, in the case of any Notes purchased on the Early Settlement Date, the Early Settlement Date.
The Offer is being made by the Offeror on behalf of the Issuer, and the Issuer has consented to the Offeror making the Offer. It is intended that the Notes validly tendered at or prior to the Early Tender Date and purchased by the Offeror in the Offer will be exchanged (the "Exchange") by the Offeror with the Issuer for certain new notes expected to be issued in a new offering by the Issuer (the "New Notes Offering") exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and therefore will only be offered and sold to "qualified institutional buyers" (QIBs) in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Offeror's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer is conditioned upon, among other things, the pricing of the New Notes Offering on terms satisfactory to the Issuer and the New Offering not being terminated prior to the Early Settlement Date. No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all. Additional conditions to the Offer are described in the Offer to Purchase. The Offeror may amend, extend, terminate or withdraw the Offer.
Neither this Offer nor the Offer to Purchase have been or will be registered with, or approved by, the Superintendencia del Mercado de Valores (the "SMV") of the Republic of Peru ("Peru") or the Lima Stock Exchange (Bolsa de Valores de Lima, or the "Lima Stock Exchange"), nor have any of them passed on the accuracy or adequacy of the Offer or rendered, and will render, any opinion in respect of the information contained in the Offer to Purchase. Peruvian Securities Laws and regulations on public offerings will not be applicable to the Offer. The Offer is not being made as a public offer (oferta pública) in Peru and documents relating to the Offer, as well as information contained therein, have not been supplied to the public in Peru, nor are to be used in connection with any offer to the public in Peru.
J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. are the dealer managers for the Offer.
Persons with questions regarding the Offer should contact J.P. Morgan Securities LLC at +1 (866) 846-2874 (U.S. toll-free) or +1 (212) 834-7279 (collect), or Scotia Capital (USA) Inc. at +1 (800) 372-3930 (U.S. toll-free) or +1 (212) 225-5559 (collect).
Holders who would like copies of the Offer to Purchase may call the information agent, Global Bondholder Services Corporation at +1 (212) 430-3774 or +1 (855) 654-2014 (toll free).
This press release is for informational purposes only and is not a recommendation, an offer to purchase, or a solicitation of an offer to sell with respect to any securities. The Offer is being made solely pursuant to the Offer to Purchase that is being distributed to the holders of Notes. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Notes in any jurisdiction in which the making of the Offer or the acceptance thereof would not comply with the laws of that jurisdiction. Further, this press release is not an offer to sell or the solicitation of an offer to buy any securities.
The Offer is being made solely pursuant to the Offer to Purchase and its related documents. The Offer to Purchase and its related documents have not been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase and its related documents or any other documents related to the Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Forward-Looking Statements
This notice contains words, such as "believe," "intend," "estimate," "expect," "could," "may," "will," "plan," "target," "project," "potential," "predict," "forecast," "guideline," "should," "anticipate" and similar expressions, that identify forward-looking statements reflecting the Issuer's views about future events and financial performance. Words such as "believe," "could," "may," "will," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "potential," "predict," "forecast," "guideline," "should" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. Statements that are not historical facts, including statements about the Issuer's strategy, plans, objectives, assumptions, prospects, beliefs and expectations, are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. These forward-looking statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Although the Issuer 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. Actual results could differ materially and adversely from those expressed or implied by the forward-looking statements as a result of various factors that may be beyond the Issuer's control, including but not limited to those described in the Offer to Purchase. These statements speak only as of their dates, and the Issuer does not undertake any obligation to update or revise any of them as a result of new information, future events or otherwise.
SOURCE Fondo MIVIVIENDA S.A.