InRetail Shopping Malls’ Debt Offerings

Shearman & Sterling represented Patrimonio en Fideicomiso D.S. 093-2002-EF – InRetail Shopping Malls in connection with its (i) Rule 144A and Regulation S offering of $350 million aggregate principal amount of its 5.75% senior notes due 2028 (the “USD Notes”), (ii) Regulation S offering of S/313,500,000 of its 6.5625 % senior notes due 2028 (the PEN Notes, and together with the USD Notes, the 2028 Notes), and (iii) the concurrent any and all cash tender offer (the “Tender Offer”) of its 6.500% senior notes due 2021 (the “2021 Notes”) and the solicitation of consents to amend the related indenture.

The company used part of the proceeds from the 2028 Notes offering to purchase $263,723,000 aggregate principal amount, or 88.15%, of the then outstanding 2021 Notes pursuant to the Tender Offer, resulting in the settlement of the Tender Offer, amendment of the 2021 Indenture and closing of the 2028 Notes offering on April 3, 2018. The company called for redemption of the untendered 2021 Notes, which have been redeemed with part of the proceeds from the 2028 Notes offering.

The company is the leading shopping mall operator in Peru and operates nationwide with locations in both Lima and the largest provinces in Peru. It is also the largest owner, developer and operator of shopping malls based on gross leasable area, number of shopping malls and tenants’ sales. The company, led by Carlos Rodriguez Pastor, Ramon Barua, Julio Luque, Pablo Turner, Juan Carlos Vallejo and Gonzalo Rosell, is controlled by Intercorp Peru, one of Peru’s largest Business Groups, with activities in financial services, retail, real estate and education.

Shearman & Sterling advised with a team including Antonia E. Stolper (Picture), Alejandro A. Gordano, Robert Powel, Denise M. Grant, Jeffrey Tate and Devon Yamauchi

Involved fees earner: Antonia Stolper – Shearman & Sterling; Alejandro Gordano – Shearman & Sterling; Robert Powel – Shearman & Sterling; Denise Grant – Shearman & Sterling; Jeffrey Tate – Shearman & Sterling; Devon Yamauchi – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: InRetail Peru Corp.;