Because the Exchange Offer was not fully subscribed as of the Early Exchange Date, Eligible Holders who validly tender Existing Notes after the Early Exchange Date may be subject to proration. Eligible Holders who validly tendered Existing Notes at or prior to the Early Exchange Date and whose Existing Notes were accepted for exchange on the Early Exchange Settlement Date are not subject to such proration.
The general conditions and the special conditions described in the Exchange Offer Memorandum have been satisfied with respect to settlement at the Early Exchange Settlement Date, including that the New Notes will be fungible for U.S. federal income tax purposes with the Company's notes issued on
, 2013. However, notwithstanding any other provision of the Exchange Offer, the Company's obligation to accept for exchange any Existing Notes validly tendered after the Early Exchange Date is subject to the satisfaction of certain general and special conditions, including that the New Notes issued on the Final Exchange Settlement Date are fungible for U.S. federal income tax purposes with the Company's notes issued on
April 1, 2013
(the "Tax Fungibility Condition"). The Company may waive any general condition and the Tax Fungibility Condition in its sole discretion.
The New Notes constitute a single series with, and will trade under the same CUSIP and ISIN numbers, as the Company's notes issued on
, 2013. The New Notes will be the Company's direct, unconditional and unsecured general obligations and will, other than as set forth below, at all times rank
in right of payment with all of the Company's other unsecured obligations other than obligations that are, by their terms, expressly subordinated in right of payment to the New Notes. The notes will be effectively subordinated to (i) all of the Company's secured indebtedness with respect to the value of the Company's assets securing that indebtedness, (ii) certain direct, unconditional and unsecured general obligations that in case of the Company's insolvency are granted preferential treatment pursuant to Peruvian law and (iii) all of the existing and future liabilities of the Company's subsidiaries, including trade payables. The New Notes will bear interest of 4.25% per year. Interest will be payable on
of each year, commencing on
October 1, 2013
. The New Notes will mature on
April 1, 2023
The Exchange Offer is being solicited only from holders of Existing Notes who have properly completed, executed and delivered to the information and exchange agent an eligibility letter, whereby such holder has represented that it is one of the following: (i) if in
the United States
, a "qualified institutional buyer," or "QIB," as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws, or (ii) if outside
the United States
, a person other than a "U.S. person," as that term is defined in Rule 902 under the Securities Act, or acquiring for the account of a U.S. person (other than as a distributor), and is acquiring New Notes in an offshore transaction in accordance with Rule 903 of Regulation S under the Securities Act (the "Eligible Holders").
The Exchange Offer and the New Notes have not been and will not be registered under the Securities Act and the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Any offer or sale of the New Notes in any member state of the European Economic Area which has implemented the Prospectus Directive must be addressed to qualified investors (as defined in the Prospectus Directive). The Company has registered the New Notes and the Exchange Offer Memorandum with the Peruvian Superintendency of the Securities Market ( Superintendencia del Mercado de Valores , or "SMV"). In Peru, this offering will be considered a public offering directed exclusively to "institutional investors" (as such term is defined under the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10, as amended). The New Notes (or beneficial interests therein) may not be offered or sold in Peru except in compliance with the securities laws thereof. Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offer.
& Co., Inc. has been appointed as the information and exchange agent for the Exchange Offer. Holders of Existing Notes who desire access to the electronic eligibility form should contact
& Co., Inc., the information agent for the Exchange Offer, at (800) 549-6746 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the Exchange Offer Memorandum can certify eligibility at
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Exchange Offer Memorandum and the related letter of transmittal, and only to such persons and in such jurisdictions as are permitted under applicable law. The foregoing description of the Exchange Offer does not purport to be complete and is qualified in its entirety by reference to the Exchange Offer Memorandum and the related letter of transmittal.