Banco Hipotecario Announces Early Tender Results of its Cash Tender Offer for up to U.S.$75,000,000 Aggregate Principal Amount of its Outstanding 9.750% Notes due 2020, Series No. 29

BUENOS AIRES, Argentina, March 27, 2019 /PRNewswire/ — Banco Hipotecario S.A. (BYMA: BHIP), a sociedad anónima incorporated under the laws of the Republic of Argentina (“Banco Hipotecario” or the “Company“), today announced the early results of its previously announced offer to purchase (the “Tender Offer“) for cash up to U.S.$75,000,000 aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 9.750% Notes due 2020, Series No. 29 (the “Notes”), upon the terms and subject to the conditions described in the Offer to Purchase dated March 13, 2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the accompanying Letter of Transmittal dated March 13, 2019 (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”).

As of 5:00 p.m. (New York City time) on March 26, 2019 (the “Early Tender Date“), U.S.$52,438,000, or approximately 69.92% of the Maximum Tender Amount and 15.70% of the total outstanding principal amount of Notes were validly tendered (and not validly withdrawn). The table below identifies the principal amount of Notes validly tendered (and not validly withdrawn) and the principal amount the Company has accepted for purchase for settlement on the Early Settlement Date.

Title of Notes

CUSIP Numbers and ISINs

Aggregate Principal Amount Outstanding Prior to Tender Offer

Maximum Tender Amount

Aggregate Principal Amount Tendered(1)

Aggregate Principal Amount Accepted for Purchase

Balance of Maximum Tender Amount Available until Expiration Date

U.S.$350,000,000 9.750% Notes due 2020, Series No. 29

 

CUSIP:

Rule 144A: 05961A AD5 Regulation S: P1330H BF0

 

ISIN:

Rule 144A: US05961AAD54

Regulation S: USP1330HBF03

U.S.$334,054,000 (*)

U.S.$75,000,000

U.S.$52,438,000

U.S.$52,438,000

U.S.$22,562,000

(*) On November 30, 2015, we issued U.S.$200,000,000 aggregate principal amount of the Notes. On May 23, 2016, we issued an additional U.S.$150,000,000 aggregate principal amount of the Notes. Following repurchases of Notes by us on September 10, 2018, December 21, 2018 and December 27, 2018, as of the date of the Offer to Purchase, U.S.$334,054,000 aggregate principal amount of the Notes was issued and outstanding. Upon settlement of the bonds tendered on the Early Settlement Date, U.S.$281,616,000 aggregate principal amount of the Notes will remain outstanding.

(1) As of the Early Tender Date, as reported by D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offer.

The amount of the Notes accepted for purchase was determined pursuant to the terms and conditions of the Tender Offer as set forth in the Offer Documents. This press release is qualified in its entirety by the Offer Documents.

Holders of Notes validly tendered and not validly withdrawn on or before the Early Tender Date and accepted for purchase will be eligible to receive the Total Consideration (as defined in the Offer to Purchase), which includes the early tender premium of U.S.$30.00 per U.S.$1,000 principal amount of Notes. All payments for Notes purchased in connection with the Early Tender Date will also include accrued and unpaid interest from the last interest payment date for the Notes up to, but excluding, the early settlement date, which is currently anticipated to be March 28, 2019. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m. (New York City time) on March 26, 2019. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The Tender Offer is scheduled to expire at 11:59 p.m. (New York City time) on April 9, 2019. Holders who validly tender their Notes after the Early Tender Date may be subject to proration if the aggregate principal of Notes tendered on or prior to April 9, 2019 exceeds the balance of the Maximum Tender Amount set forth in the table above. Holders of Notes validly tendered after the Early Tender Date and accepted for purchase will be eligible to receive the Tender Offer Consideration (as defined in the Offer to Purchase). 

The Company’s obligation to accept for purchase, and to pay for, Notes that are validly tendered (and not validly withdrawn) is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer Documents. The Company may amend, extend or, subject to certain conditions and applicable law, terminate the Tender Offer at any time in its sole discretion.

Neither the issuance of this press release, the delivery of the Offer to Purchase nor any purchase pursuant to the Tender Offer shall under any circumstances create any implication that the information contained in this press release or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in Banco Hipotecario’s affairs since the date hereof or thereof.

This press release does not constitute an offer or an invitation to participate in the Tender Offer. The Tender Offer is being made solely pursuant to the Offer Documents, copies of which have been delivered to registered holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer. Holders are urged to read the Offer Documents carefully before making any decision with respect to their Notes. The Tender Offer is not being made to, nor will Banco Hipotecario accept tenders of Notes or delivery of consents from, holders in any jurisdiction in which it is unlawful to make such an offer or solicitation.

D. F. King & Co., Inc. is acting as the tender and information agent (the “Tender and Information Agent“) for the Tender Offer. Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC are acting as dealer managers for the Tender Offer.

For further information about the Tender Offer, please log in to the website www.dfking.com/bhip. Alternatively, please contact the Tender and Information Agent D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005, telephone number: +1 (800) 967-4607 (toll-free), +1 (212) 269-5550 (collect) or email bhip@dfking.com. Requests for documentation should be directed to the Tender and Information Agent.

About Banco Hipotecario S.A.

Banco Hipotecario S.A. is a full-service commercial bank with operations throughout Argentina. Its shares are listed on Bolsas y Mercados Argentinos S.A. (BYMA) under the ticker symbol “BHIP.” Established in 1886 by the Argentine Government and privatized in 1999, Banco Hipotecario offers a wide range of banking products and services including consumer and corporate loans, savings accounts, credit and debit cards, insurance, brokerage, asset management and related financial services to individuals, small- and medium-sized companies and large corporations. All of its operations are located in Argentina through a nationwide network in all 23 provinces and the City of Buenos Aires, serving approximately 1.2 million clients. Banco Hipotecario seeks to distinguish itself from other Argentine banks through its focus on housing and consumer loans, which it believes offers attractive opportunities for growth.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to Banco Hipotecario’s expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. These statements should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in Banco Hipotecario’s other periodic filings. Banco Hipotecario undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Media Contact:

Banco Hipotecario S.A.

Reconquista 151, 4th floor
City of Buenos Aires
Argentina

Corporate Communications and Investor Relations

Martín Diez

Reconquista 151, 5th floor
City of Buenos Aires
Argentina

T: +(54) 11 4347 5856

F: +(54) 11 4347 5874

SOURCE Banco Hipotecario S.A.

Related Links

http://www.hipotecario.com.ar

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