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BBVA Announces The Early Tender Results Of Its Cash Tender Offers For Certain Of Its Debt Securities

BBVA Announces The Early Tender Results Of Its Cash Tender Offers For Certain Of Its Debt Securities

PR Newswire

MEXICO CITY, Sept. 12, 2019 /PRNewswire/ — BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, acting through its Texas Agency (the “Bank”), announced today the early tender results of its previously announced tender offers (each, a “Tender Offer”) to purchase for cash up to U.S. $250,000,000 (the “2020 Notes Tender Cap”) in aggregate principal amount of its 7.25% Non-Cumulative Fixed Rate Subordinated Non-Preferred Notes due 2020 (the “2020 Notes”) and U.S. $500,000,000 (the “2021 Notes Tender Cap” and, together with the 2020 Notes Tender Cap, each, a “Tender Cap”) in aggregate principal amount of its 6.500% Fixed Rate Subordinated Preferred Notes due 2021 (the “2021 Notes” and, together with the 2020 Notes, the “Notes”). The Tender Offers are subject to the terms and conditions as described in the Bank’s offer to purchase, dated August 28, 2019 (the “Offer to Purchase”), previously distributed to holders of the Notes.

The aggregate principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and the aggregate principal amount of each series of Notes to be accepted for purchase by the Bank, subject to the conditions set forth in the Offer to Purchase, are listed in the table below.


Title of Notes

CUSIP No. /
ISIN No.

Outstanding
Principal Amount
Prior to Tender
Offers

Tender Cap
(Principal
Amount)

Aggregate
Principal
Amount
Tendered(1)

Proration
Factor(2)

Aggregate
Principal
Amount to be
Accepted

7.25% Non-
Cumulative
Fixed Rate
Subordinated
Non-Preferred
Notes due 2020

05533AAA0;
P1R23DAA4 /
US05533AAA07;
USP1R23DAA49

U.S. $1,000,000,000

U.S. $250,000,000

U.S. $327,568,000

71.71%

U.S. $249,913,000

6.500% Fixed
Rate
Subordinated
Preferred Notes
due 2021

05533UAB4;
P16259AB2 /

US05533UAB44;
USP16259AB20

U.S. $1,250,000,000

U.S. $500,000,000

U.S. $634,942,000

76.00%

U.S. $499,921,000








(1) As of the Early Tender Deadline (as defined below). As the principal amount of Notes validly tendered and not validly withdrawn exceeded the applicable Tender Cap, certain Notes that were validly tendered have not been accepted, as described below.

(2) Rounded to the nearest hundredth of one percent. The Notes are subject to proration as described in the Offer to Purchase.

Each of the Tender Offers was oversubscribed as of 5:00 p.m., New York City time, on September 11, 2019 (the “Early Tender Deadline”). Accordingly, the Bank will not accept for purchase any Notes tendered after the Early Tender Deadline. In addition, the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase subject to proration as described in the Offer to Purchase and based on the applicable proration factor set forth in the table above.

Holders that validly tendered their Notes prior to the Early Tender Deadline, and whose Notes are accepted for purchase, will be entitled to receive total consideration (the “Total Consideration”) of (i) U.S. $1,030.00 for each U.S. $1,000 principal amount of the 2020 Notes, and (ii) U.S. $1,056.25 for each U.S. $1,000 principal amount of the 2021 Notes, which includes, in each case, an early tender premium of U.S. $30.00 per U.S. $1,000 principal amount of the Notes, plus accrued and unpaid interest from the last interest payment date to, but not including, the early settlement date for the Tender Offers, which is expected to be September 13, 2019 for both Tender Offers (the “Early Settlement Date”).

The Bank’s obligation to accept for purchase, and to pay for, the Notes that are validly tendered and not validly withdrawn in each Tender Offer is subject to the satisfaction or waiver of certain conditions, as described in the Offer to Purchase.

Each Tender Offer will expire at 11:59 p.m., New York City time, on September 25, 2019, unless extended or earlier terminated. The withdrawal deadline for the Tender Offers was 5:00 p.m., New York City time, on September 11, 2019, and so has passed. Accordingly, Notes tendered in either Tender Offer may no longer be withdrawn, except as required by applicable law.

The Bank has engaged BBVA Securities Inc. and Goldman Sachs & Co. LLC to act as joint global coordinators, and BBVA Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to act as dealer managers (the “Dealer Managers”) for the Tender Offers. Global Bondholder Services Corporation is the depositary and information agent (the “Tender Agent”) for the tender offers and can be contacted at (866) 470-4200 (toll-free) or (212) 430-3774 (collect).

The full details of the Tender Offers are included in the Offer to Purchase. Holders are strongly encouraged to read the Offer to Purchase carefully because it contains important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation’s website at https://www.gbsc-usa.com/bbva/ or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (866) 470-4200 (bankers and brokers can call collect at (212) 430‑3774).

This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Tender Offers. Each Tender Offer is not being made to, nor will the Bank accept tenders of Notes from, holders in any jurisdiction in which it is unlawful to make such an offer or solicitation. None of the Bank, its board of directors, the Dealer Managers, the Tender Agent or the trustee for the Notes makes any recommendation as to whether holders should tender Notes in response to the applicable Tender Offer. Neither the Offer to Purchase nor any related documents have been filed with, and have 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 or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. Further, this press release is not a recommendation, an offer to purchase, or a solicitation of an offer to sell with respect to any securities.

Forward-Looking Statements

Certain statements in this press release, including those describing the completion of the Tender Offers, constitute forward-looking statements. These statements are not historical facts but instead represent only the Bank’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Bank’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements.

Cision View original content:http://www.prnewswire.com/news-releases/bbva-announces-the-early-tender-results-of-its-cash-tender-offers-for-certain-of-its-debt-securities-300916966.html

SOURCE BBVA Bancomer, S.A.

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