NEW YORK, March 10, 2026 /PRNewswire/ -- Today, Fondo MIVIVIENDA S.A. (the "Issuer") announced that Scotia Capital (USA) Inc. (the "Offeror") has commenced an offer to purchase for cash (the "Offer") up to US$375,000,000 aggregate principal amount (the "Maximum Purchase Amount") of the Issuer's 4.625% Notes due 2027 (the "Notes") upon the terms and subject to the conditions set forth in an Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the "Offer to Purchase").

The table below summarizes certain payment terms of the Offer:

The Offer will expire at 5:00 p.m. (New York City time) on April 13, 2026, unless extended or earlier terminated by the Offeror (this date and time, including as extended or earlier terminated, the "Expiration Date"). The early tender deadline for the Offer will be 5:00 p.m. (New York City time) on March 23, 2026 (this date and time, including as extended or earlier terminated by the Offeror, the "Early Tender Date"). Holders of the Notes must validly tender their Notes at or before the Early Tender Date to be eligible to receive the Early Tender Payment. Notes tendered may be withdrawn prior to 5:00 p.m. (New York City time) on March 23, 2026, but not thereafter, except as required by applicable law.

If the aggregate principal amount of all Notes validly tendered at or prior to the Early Tender Date by Holders does not exceed the Maximum Purchase Amount, then the Offeror will accept all such Notes validly tendered. However, if the aggregate principal amount of all Notes validly tendered at or prior to the Early Tender Date by Holders exceeds the Maximum Purchase Amount, then the Offeror will accept for purchase all such validly tendered Notes on a prorated basis until the aggregate principal amount of Notes accepted reaches the Maximum Purchase Amount, and will not accept for purchase any Notes validly tendered after the Early Tender Date. If the aggregate principal amount of all Notes purchased on the Early Settlement Date does not exceed the Maximum Purchase Amount, then the Offeror will accept all Notes validly tendered after the Early Tender Date, and at or prior to the Expiration Date, so long as the aggregate principal amount of all such Notes, along with all Notes purchased on the Early Settlement Date, does not exceed the Maximum Purchase Amount. However, if the aggregate principal amount of all Notes validly tendered after the Early Tender Date, and at or prior to the Expiration Date, along with all Notes purchased on the Early Settlement Date, exceeds the Maximum Purchase Amount, then the Offeror will accept for purchase all such Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date on a prorated basis until the aggregate principal amount of Notes, including all Notes purchased on the Early Settlement Date, reaches the Maximum Purchase Amount. Notes that are validly tendered at or prior to the Early Tender Date will have priority over any Notes validly tendered after the Early Tender Date.

Subject to the terms and conditions of the Offer being satisfied or waived and to the Offeror's right to amend, extend, terminate or withdraw the Offer, the Issuer expects that payment for all Notes validly tendered at or before the Early Tender Date, subject to the Maximum Purchase Amount and proration, and accepted by the Offeror will occur promptly following the Early Tender Date (the "Early Settlement Date," which is expected to be the second business day following the Early Tender Date, but which may change without notice). The Issuer expects that payment for all Notes validly tendered after the Early Tender Date and at or before the Expiration Date, subject to the Maximum Purchase Amount and proration, and accepted by the Offeror will occur promptly following the Expiration Date (the "Final Settlement Date," which is expected to be the second business day after the Expiration Date, but which may change without notice).

The Offeror reserves the right, in its sole discretion, subject to applicable law, to increase, decrease or eliminate the Maximum Purchase Amount, however, there can be no assurance that the Offeror will do so. Accordingly, Holders should not tender any Notes that they do not wish to be accepted in the Offer.

Holders of Notes who validly tender and do not validly withdraw their Notes at or before the Early Tender Date and whose Notes are accepted for purchase by the Offeror, subject to the Maximum Purchase Amount and proration, will receive the Total Consideration set forth above, which includes the Early Tender Payment. Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date and whose Notes are accepted for purchase by the Offeror, subject to the Maximum Purchase Amount and proration, will receive the Offer Consideration set forth above. In addition, Holders of Notes who validly tender Notes in the Offer, and whose tender of Notes are accepted by the Offeror, will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, (i) in the case of any Notes tendered at or before the Early Tender Date, the Early Settlement Date and (ii) in the case of any remaining Notes tendered after the Early Tender Date, the Final Settlement Date.

The Offer is being made by the Offeror on behalf of the Issuer, and the Issuer has consented to the Offeror making the Offer. It is intended that the Notes validly tendered at or prior to the Early Tender Date and purchased by the Offeror in the Offer will be exchanged (the "Exchange") by the Offeror with the Issuer for certain new notes to be issued in a new offering by the Issuer (the "New Notes Offering") exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and therefore will only be offered and sold to "qualified institutional buyers" (QIBs) in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Offeror's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer is conditioned upon, among other things, the pricing of the New Notes Offering on terms satisfactory to the Issuer and the New Offering having not been terminated prior to the Early Settlement Date. No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all. Additional conditions to the Offer are described in the Offer to Purchase. The Offeror may amend, extend, terminate or withdraw the Offer.

J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. are the dealer managers for the Offer. Global Bondholder Services Corporation has been appointed as the tender agent and information agent for the Offer.

Persons with questions regarding the Offer should contact J.P. Morgan Securities LLC at +1 (866) 846-2874 (U.S. toll-free) or +1 (212) 834-7279 (collect), or Scotia Capital (USA) Inc. at +1 (800) 372-3930 (U.S. toll-free) or +1 (212) 225-5559 (collect).

Holders who would like copies of the Offer to Purchase may call the information agent, Global Bondholder Services Corporation at +1 (212) 430-3774 or +1 (855) 654-2014 (toll free).

This press release is for informational purposes only and is not a recommendation, an offer to purchase, or a solicitation of an offer to sell with respect to any securities. The Offer is being made solely pursuant to the Offer to Purchase that is being distributed to the holders of Notes. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Notes in any jurisdiction in which the making of the Offer or the acceptance thereof would not comply with the laws of that jurisdiction. Further, this press release is not an offer to sell or the solicitation of an offer to buy any securities.

The Offer is being made solely pursuant to the Offer to Purchase and its related documents. The Offer to Purchase and its related documents have not been filed with, and have not 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 and its related documents or any other documents related to the Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Forward-Looking Statements

The Offer to Purchase contains words, such as "believe," "intend," "estimate," "expect," "could," "may," "will," "plan," "target," "project," "potential," "predict," "forecast," "guideline," "should," "anticipate" and similar expressions, that identify forward-looking statements reflecting the Issuer's views about future events and financial performance. Words such as "believe," "could," "may," "will," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "potential," "predict," "forecast," "guideline," "should" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. Statements that are not historical facts, including statements about the Issuer's strategy, plans, objectives, assumptions, prospects, beliefs and expectations, are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. These forward-looking statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Although the Issuer 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. Actual results could differ materially and adversely from those expressed or implied by the forward-looking statements as a result of various factors that may be beyond the Issuer's control, including but not limited to those described in the Offer to Purchase. These statements speak only as of their dates, and the Issuer does not undertake any obligation to update or revise any of them as a result of new information, future events or otherwise.

About the Issuer

Fondo MIVIVIENDA S.A. is a Peruvian state-owned corporation (sociedad anónima) dedicated to providing lower- and middle-income working families and individuals, with access to financing to purchase, construct, or improve their residences.

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SOURCE Fondo MIVIVIENDA S.A.