Alicorp S.A.A. Announces Results for its Tender Offer For Any and All of its Outstanding 6.875% Senior Notes Due 2027
PR Newswire
CALLAO, Peru, June 10, 2025
CALLAO, Peru, June 10, 2025 /PRNewswire/ -- Alicorp S.A.A. ("Alicorp" or the "Company") (Lima Stock Exchange: ALICORC1 and ALICORI1) announced today the tender results for the previously announced tender offer for cash (the "Offer") for any and all of its outstanding 6.875% Senior Notes due 2027 (CUSIP Nos. 016234 AC0 and P0161K DW0) (the "Notes"). The Offer expired today, June 10, 2025, at 9:00 a.m., New York City time (the "Expiration Time").
The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 3, 2025 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery (as these terms are defined in the Offer to Purchase and, collectively, the "Offer Documents"). Capitalized terms used but not defined have the meanings assigned to them in the Offer to Purchase.
The following table sets forth certain information relating to the Notes:
Description of Security | CUSIP No. | ISIN | Outstanding Principal Amount(1) | Principal Amount Accepted for Purchase | Consideration(2) |
6.875% Senior Notes due 2027 | 144A: 016234 AC0 Reg S: P0161K DW0 | 144A:US016234AC00 Reg S: USP0161KDW01 | S/ 1,395,760,000 | S/ 1,073,296,000 | S/ 1,015 |
_______________ | |
(1) | The outstanding principal amount is subject to a pool factor (the "Pool Factor") following amortization pursuant to the terms and conditions of the Notes. The aggregate outstanding principal amount of the Notes following such amortization is S/ 930,506,666.67 as of the date of the Offer to Purchase. As of the date of the Offer to Purchase, the Pool Factor is 0.6667. |
(2) | Consideration in the form of cash per S/ 1,000 principal amount of Notes that are validly tendered (and not validly withdrawn), excluding accrued and unpaid interest on the Notes, which will be paid in addition to the Consideration. The Consideration will be paid following the application of the Pool Factor. |
As of the Expiration Time, a total aggregate principal amount of S/ 1,073,296,000 of Notes was validly tendered. Alicorp expects to make payment of the Consideration for all Notes accepted for purchase on or about June 16, 2025 (the "Settlement Date"), as adjusted by the Pool Factor, as described in the table above. There were no Notes delivered pursuant to Notice of Guaranteed Delivery procedures.
The Consideration will be payable in U.S. dollars, as calculated by the Calculation Agent by translating the soles amount into U.S. dollars at the Average Representative Market Rate on the FX Determination Date, which for purposes of the Offer will be two Business Days prior to the Settlement Date. Promptly following the FX Determination Date, Alicorp will announce the amount of U.S. dollars payable at the Average Representative Market Rate.
Alicorp engaged BBVA Securities Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC as the Dealer Managers for the Offer. Persons with questions regarding the Offer should contact BBVA Securities Inc. at (212) 728-1607 (Collect) or (800) 422-8692 Toll Free), BofA Securities, Inc. at (646) 855-8988 (Collect) or (888) 292-0070 (Toll Free), Goldman Sachs & Co. LLC at (212) 357-1452 (Collect) or (800) 828-3182 (Toll Free), and J.P. Morgan Securities LLC at (212) 834-7279 (Collect) or (866) 846-2874 (Toll Free).
The complete terms and conditions of the Offer are described in the Offer Documents, copies of which are available at the following web address: http://www.dfking.com/alicorp, or may also be obtained from D.F. King & Co., Inc. ("D.F. King"), the Information Agent and Tender Agent for the Offer, by contacting D.F. King at (877) 361-7972 (Toll-Fee) or (212) 269-5550 (Collect), or email alicorp@dfking.com.
This press release is not an offer to sell the Notes or any securities and it is not soliciting an offer to buy the Notes or any securities. Alicorp has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. None of Alicorp, the Dealer Managers, the Tender Agent, the Information Agent or the Trustee for the Notes makes any recommendation in connection with the Offer. Please refer to the Offer Documents for a description of offer terms, conditions, disclaimers and other information applicable to the Offer.
About Alicorp
Alicorp is a leading Latin American producer, distributor and marketer of branded consumer products under three business segments: consumer goods; aquafeed; and B2B (business to business) branded products. Alicorp is headquartered in Peru, where it operates 29 manufacturing facilities, and has international operations in Ecuador, Chile, Bolivia and Honduras.
Forward-Looking Statements
Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Alicorp's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Alicorp's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Alicorp does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.
Contacts: Alicorp S.A.A.
Av. Argentina N° 4793
Carmen de la Legua Reynoso
Provincia Constitucional del Callao
Peru+51 (1) 315-0800
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SOURCE Alicorp S.A.A.
