Corporación Financiera de Desarrollo S.A. (COFIDE) Announces Commencement of Cash Tender Offer for Any and All of its Outstanding 4.750% Notes due 2025

LIMA, Peru, April 25, 2025 /PRNewswire/ -- Corporación Financiera de Desarrollo S.A. ("COFIDE") today announced that it has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 4.750% Notes due 2025 (the "Securities") on the terms and subject to the conditions set forth in COFIDE's Offer to Purchase dated the date hereof (the "Offer to Purchase") and related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"). The Offer to Purchase more fully sets forth the terms of the Tender Offer.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 1, 2025 unless extended or earlier terminated (such date and time, as it may be extended with respect to the Tender Offer, the "Expiration Date"). To be able to receive the Tender Offer Consideration indicated in the table above, plus interest accrued on the Securities up to, but excluding, the Settlement Date (as defined below), you must validly tender your Securities at or prior to the Expiration Date.

Payment for the Securities that are validly tendered and accepted for purchase pursuant to the Tender Offer will be made on the settlement date (the "Settlement Date"), which is expected to occur three business days after the Expiration Date.

Holders will be permitted to withdraw tendered Notes at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10th business day after the commencement of such Tender Offer, by following the procedures described in the Offer Documents. The Notes may also be validly withdrawn by following the procedures described in the Offer Documents if, for any reason, the Tender Offer has not been consummated within 60 business days after commencement.

Holders who validly tender their Notes pursuant to the guaranteed delivery procedures described in the Offer Documents must deliver their Notes no later than 5:00 p.m., New York City time, on May 5, 2025, the second business day following the Expiration Date.

The Tender Offer is conditioned upon, among other things, the pricing on terms satisfactory to COFIDE of a concurrent offering of senior notes by COFIDE (the "New Notes") to be sold in an offering (the "New Notes Offering") exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). No assurance can be given that the New Notes Offering will be priced or completed on the terms currently envisioned or at all. The New Notes Offering is not conditioned upon the completion of the Tender Offer. The Tender Offer is not conditioned on any minimum participation by the holders. Additional conditions to the Tender Offer are described under "The Terms of the Tender Offer" in the Offer to Purchase. The New Notes sold in the New Notes Offering will be offered only to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The New Notes Offering has not been and will not be registered with the Peruvian Capital Markets Superintendence (Superintendencia del Mercado de Valores) or the Lima Stock Exchange (Bolsa de Valores de Lima) and therefore will not be subject to a public offering in the Republic of Peru. This press release and the Offer to Purchase do not constitute an offer to sell or a solicitation of an offer to buy the New Notes. COFIDE intends to fund the Tender Offer with the net proceeds from the New Notes Offering of the New Notes. Following payment for the Securities accepted pursuant to the terms of the Tender Offer, COFIDE intends, but will not be obligated, to redeem, repurchase or satisfy and discharge the Securities that remain outstanding in accordance with the terms of the Indenture. The Tender Offer does not constitute a notice of redemption or an obligation to issue a notice of redemption.

COFIDE reserves the absolute right to amend, terminate or withdraw the Tender Offer in its sole discretion, subject to disclosure and as otherwise required by applicable law. In the event of termination or withdrawal of the Tender Offer, Securities tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering holders.

The Tender and Information Agent for the Tender Offer is Global Bondholder Services Corporation. To contact the Tender and Information Agent, banks and brokers may call +1 (212) 430-3774, and others may call U.S. toll-free: +1 (855) 654-2015. Additional contact information is set forth below.

COFIDE has engaged Citigroup Global Markets Inc., Santander US Capital Markets LLC and SMBC Nikko Securities America, Inc. to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), Santander US Capital Markets LLC by telephone at +1 (855) 404 3636 (U.S. toll free) or +1 (212) 940 1442 (collect), and SMBC Nikko Securities America, Inc. by telephone at +1 (888) 284-9760 (U.S toll free) or +1 (212) 224-5163 (collect).

The Offer Documents will be available online at https://www.gbsc-usa.com/cofide until the consummation or termination of the Tender Offer.

None of COFIDE, the Dealer Managers, the Tender Agent and Information Agent or the trustee for the Securities, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Securities in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Securities and, if so, the principal amount of Securities to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell the Securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of COFIDE by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, COFIDE's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although COFIDE believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

COFIDE undertakes no obligation to update any of its forward-looking statements.

Augusto Tamayo 160
Lima 27, Peru
Att.: Mr. Belisario Morán
Acting Chief Financial Officer
bmoran@cofide.com.pe

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SOURCE Corporación Financiera de Desarrollo S.A. - COFIDE