SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of the
Securities
Exchange Act of 1934
For
the month of November 2009
CREDICORP
LTD.
(Exact
name of registrant as specified in its charter)
Clarendon
House
Church
Street
Hamilton
HM 11 Bermuda
(Address
of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form
40-F.
Form
20-F x Form
40-F o
Indicate by check mark whether the
registrant by furnishing the information contained in this Form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes o No x
La
Molina, October 30, 2009
COMISIÓN
NACIONAL SUPERVISORA
DE
EMPRESAS Y VALORES
CONASEV
Re.:
MATERIAL EVENT
Dear
Sirs,
CREDICORP
LTD., in accordance with article 28 of the Capital Markets Law and CONASEV
Resolution for Material Events and Reserved Information and Other Communications
number 107-2002-EF/94.10, as modified by CONASEV Resolution number
009-2003-EF/94.10, complies with notifying you of the following Material
Event:
Banco de
Crédito del Perú (“BCP”), a subsidiary of Credicorp, issued bonds
(Non-Cumulative Fixed/Floating Rate Step-up Junior Subordinated Notes due 2069)
through its Panamanian branch for a total amount of US$
250’000,000 under 144 A7 Regulation S trade.
The main
characteristics and conditions of the issue are:
|
Amount
placed:
|
US$
250’000,000
|
|
|
Nominal
Value:
|
US$100,000
|
|
|
Face
amount:
|
US$
250’000,000
|
|
|
Price:
|
100%
of face amount
|
|
|
Gross
proceeds:
|
US$
250’000,000
|
|
|
Fixed
rate:
|
9.75%
|
|
|
Yield
to first call date:
|
9.75%
|
|
|
Benchmark
10 year to 6-month LIBOR swap rate:
|
3.583%
|
|
|
Initial
spread to benchmark 10 year to 6-month LIBOR swap rate:
|
616.7
bps
|
|
|
Step-up
rate:
|
816.7
pbs, plus the 3-month LIBOR rate
|
|
|
Fixed
interest payment dates:
|
Semi-annually
for the first 10 years and then quarterly: November 6, February 6, May 6,
and August 6 of each year, commencing on February 6,
2020
|
|
|
First
call date:
|
November
6, 2019
|
|
|
Trade
date:
|
October
30, 2009
|
|
|
Settlement:
|
T+5,
November 6, 2009
|
|
|
Listing:
|
Luxembourg
Euro MTF
|
|
|
CUSIP:
|
144A:
US05954TAC53
|
|
|
REG
S: USP09646AB92
|
||
|
Denominations/Multiple:
|
US$100,000
and integral multiples of
US$
1,000
in excess
thereof
|
|
|
Ratings:
|
Standard
& Poor’s BB
|
|
|
Fitch
BB+
|
||
|
Bookrunners:
|
Banc
of America Securities LLC
|
|
|
J.P.
Morgan Securities Inc.
|
Additional
comments:
A
securities rating is not a recommendation to buy, sell or hold securities and
may be subject to revisions or withdrawal at any time.
The
information contained in this notice is subject to, and in making an investment
decision you should rely on, the detailed description of the securities
contained in the Preliminary Offering Memorandum, dated October 22, 2009 (The
“Offering Memorandum”) relating to the securities, as supplemented by this final
pricing term sheet. The Offering Memorandum contains, among other things, a
description of the risks involved in investing in the securities.
This
notice shall not constitute an offer to sell or a solicitation of an offer to
buy, nor shall there be any sale of the securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful. The securities will
be offered to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended, and to non-U.S. persons in offshore
transactions outside the United States in accordance with Regulation S
thereunder. The securities have not been registered under the Securities Act or
any state securities laws, and may not be offered or sold in the United States
or to U.S. persons absent registration or on applicable exemption from the
registration requirements. As set forth in the Final Offering Memorandum dated
the date hereof, each buyer of a Note who is subject to ERISA or Section 4975 of
the Code or a similar law will be deemed to have represented by its acquisition
and holding of the Note that such acquisition and holding does not constitute or
give rise to a non-exempt prohibited transaction under ERISA, Section 4975 of
the Code or any similar law.
The
Issuer and the Managers or any other dealer participating in the offering will
arrange to send you the Offering Memorandum if you request it by calling Banc of
America Securities LLC toll-free at 1-800-294-1322 and J.P. Morgan Securities
Inc. toll free at 1-866-846-2874.
Yours
faithfully,
/s/
Fernando Palao
Credicorp
Ltd.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: November
6, 2009
|
CREDICORP
LTD.
|
||
|
|
|
|
|
By:
|
/s/ Giuliana
Cuzquen
|
|
|
Giuliana
Cuzquen
Authorized
Representative
|
||