July 11, 2019
Michela Casassa Ramat
Chief Financial Officer
Intercorp Financial Services Inc.
Av. Carlos Villar n 140
Urbanizaci n Santa Catalina
La Victoria
Lima 13, Peru
Re: Intercorp Financial Services Inc.
Registration Statement on Form F-1
Filed July 3, 2019
File No. 333-232554
Dear Ms. Casassa Ramat:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1. Revise your cover page to separately state the amount of securities
offered by NWI
Emerging Market Fixed Income Master Fund Ltd. ("EMFI") and Intercorp
Peru. Please
also disclose the amount of securities that you or Interbank will sell
in the event the
underwriter's over-allotment option is and is not exercised. Refer to
Item 501(b)(2) of
Regulation S-K for guidance. Please make conforming revisions throughout
your
prospectus.
Michela Casassa Ramat
FirstName LastNameMichela Casassa Ramat
Intercorp Financial Services Inc.
Comapany NameIntercorp Financial Services Inc.
July 11, 2019
July 11, 2019 Page 2
Page 2
FirstName LastName
Summary
Competitive Strengths
Digital suite of products and services with rapidly increasing levels of
adoption, page 10
2. Please disclose how you define cross-selling of products and how you
compute cross-
selling of products per customer.
Capitalization, page 62
3. Please disclose the number of shares used in calculating As Adjusted
equity accounts and
total capitalization and how these number of shares reconcile to the
total shares offered in
the registration statement.
Principal Shareholders, page 287
4. We note your revised selling shareholder disclosure. Please disclose
whether EMFI is
a broker-dealer or an affiliate of a broker-dealer. If EMFI is a
broker-dealer, please revise
to indicate that EMFI is an underwriter, unless it received its
securities as compensation
for investment banking services. In addition, if EMFI is an affiliate
of a broker-dealer,
please disclose if true, that EMFI purchased the shares being
registered for resale in the
ordinary course of business and, at the time of the purchase, had no
agreements or
understandings, directly or indirectly, with any person to distribute
the securities. If you
are unable to make these representations, please disclose that EMFI is
an underwriter.
Please also disclose EMFI's address and any material relationship that
it has had with you
or your affiliates within the past three years. Refer to Item 9.D of
Form 20-F for
guidance.
Underwriting
Offering and Sale of Secondary Common Shares under Peruvian Law, page 313
5. We note your revised disclosure that the sale of secondary common
shares in this offering
"will be undertaken pursuant to an offer-for-sale mechanism under
Peruvian law by means
of a public offering directed exclusively to institutional investors
in Peru." Please revise
to quantify the secondary shares to which this applies given your
disclosure elsewhere that
you are treating the sale of Interbank's shares as treasury shares,
disclose all material
features of this mechanism in your prospectus, and disclose the
material impacts for
public investors in this offering, including with respect to
allocation and/or pricing. For
example, if true, disclose that not all 10.35 million common shares
being registered will
be immediately available to all investors and that all shares being
registered hereby will be
sold at the same price, and outline how this mechanism will impact the
"negotiations
among the company, the selling shareholders and the representatives of
the underwriters"
to determine the initial public offering price, if at all. Please make
conforming revisions
throughout your prospectus where appropriate, including but not
limited to your cover
page which states that this offering "will not be subject to Peruvian
laws applicable to
Michela Casassa Ramat
Intercorp Financial Services Inc.
July 11, 2019
Page 3
public offerings in Peru." We may have additional comments after
reviewing your
response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michelle Miller, Staff Accountant, at (202) 551-3368 or
Gus
Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Christopher Dunham,
Staff Attorney, at (202) 551-3783 or Erin Purnell, Staff Attorney, at (202)
551-3454 with any
other questions.
Sincerely,
FirstName LastNameMichela Casassa Ramat
Division of
Corporation Finance
Comapany NameIntercorp Financial Services Inc.
Office of Financial
Services
July 11, 2019 Page 3
cc: Antonia E. Stolper, Esq.
FirstName LastName