Global Bank Corporation Announces The Expiration Of The Early Tender Date With Respect To The Previously Announced Tender Offer By Deutsche Bank Securities Inc. For Any And All Of The Outstanding 4.750% Notes Due 2017 Issued By Global Bank Corporation
PANAMA CITY, Oct. 13, 2016
PANAMA CITY, Oct. 13, 2016 /PRNewswire/ — Global Bank Corporation (“Global Bank“) and Deutsche Bank Securities Inc. (the “Offeror“) today announced the results of its previously announced tender offer (the “Tender Offer“) to purchase for cash any and all of the outstanding 4.750% Notes due 2017 issued by Global Bank under its U.S.$500 million Covered Bond Programme (the “Notes“).
As of 5:00 p.m., New York City time, on October 12, 2016 (the “Early Tender Date“), the Offeror had received tenders on the Notes representing U.S.$216,199,000 in aggregate principal amount of the outstanding Notes (or 72.07%). The Early Tender Date will not be extended.
The total consideration to be paid for each U.S.$1,000 principal amount of Notes that were validly tendered at or prior to the Early Tender Date and that are not validly withdrawn will be U.S.$1,033.75 (the “Total Consideration“). The Total Consideration includes a benefit of a payment of U.S.$50.00 per U.S.$1,000 principal amount of Notes (the “Early Tender Payment“) payable only in respect of Notes validly tendered at or prior to the Early Tender Date. Holders validly tendering Notes after the Early Tender Date, but at or prior to the Expiration Date (as defined below), will be eligible to receive only U.S.$983.75 per U.S.$1,000 principal amount of Notes (the “Tender Offer Consideration“), equal to the Total Consideration less the Early Tender Payment.
The Tender Offer will expire at 11:59 p.m., New York Time, on October 26, 2016, unless extended by the Offeror (such date and time, as the same may be extended, the “Expiration Date“).
Subject to the terms and conditions of the Tender Offer being satisfied or waived, the Offeror will (i) after the Early Tender Date, accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and pay the Total Consideration for such Notes on a business day selected by the Offeror (the “Early Settlement Date“) which is expected to be October 19, 2016, and (ii) after the Early Tender Date, accept for and at or prior to the Expiration Date and will pay the Tender Offer Consideration for such Notes within three business days or as promptly as practicable following the Expiration Date (the “Final Settlement Date“). Holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from, and including, the most recent interest payment date to, but not including, the applicable settlement date for the Notes.
Global Bank has consented to the Offeror making the Tender Offer. Global Bank will not be making the Tender Offer. It is intended that the Notes purchased by the Offeror pursuant to the Tender Offer will be sold by the Offeror to Global Bank, to be paid for with the net proceeds from the issuance of senior unsecured notes in an international capital markets offering.
Deutsche Bank Securities Inc., Citigroup Global Markets Inc. (“Citigroup“) and J.P. Morgan Securities LLC (“J.P. Morgan“) have been engaged to act as Dealer Managers in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc. at 212-250-2955 (collect) or 866-627-0391 (toll free), Citigroup at 212-723-6106 (collect) or 800-558-3745 (toll free) or J.P. Morgan at 212-834-7279 (collect) or 866-846-2874 (toll free).
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO PURCHASE OF GLOBAL BANK. THE TENDER OFFER WILL BE MADE SOLELY BY THE OFFEROR PURSUANT TO AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL.
Global Bank Corporation
Global Bank Tower, Calle 50
Panama City, Panama
Telephone: (507) 206-2000
Fax no: (507) 264-3723
Attention: Jorge E. Vallarino M
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking 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. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Global Bank and the Offeror that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although Global Bank believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to Global Bank’s management, Global Bank cannot guarantee future results or events. Global Bank expressly disclaims a duty to update any of the forward-looking statements.
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SOURCE Global Bank Corporation