The Republic of Ecuador (“Ecuador”) announced today the commencement of an invitation for each holder to submit offers (the “Offers”) to tender for cash the notes set forth in the table below (collectively, the “Old Notes”), upon the terms and subject to the conditions described in the invitation dated June 10, 2019 (the “Invitation”), subject to an aggregate amount not to exceed the proceeds received from the New Notes Offering (as defined below) (the “Aggregate Maximum Tender Amount”). The Invitation will be conditioned upon, among other things, the issuance and sale for cash of additional notes by Ecuador (collectively, the “New Notes,” and the issuance and sale of the New Notes, the “New Notes Offering”) (the “Financing Condition”), in an amount and on terms and conditions acceptable to Ecuador. Capitalized terms not defined in this communication have the meanings specified in the Invitation.
The Invitation is not conditioned upon any minimum participation of Old Notes. Acceptance of tenders of Old Notes may be subject to proration if the aggregate principal amount of Old Notes validly tendered and not validly withdrawn is greater than the Aggregate Maximum Tender Amount. Ecuador reserves the right, in its sole discretion, not to accept any or all Offers, to modify the Purchase Price (as set forth below) upon the terms and conditions described in the Invitation, to accept only a portion of Old Notes tendered in the event that the Aggregate Maximum Tender Amount is reached, or to terminate the Invitation for any reason.
The Invitation will begin on June 10, 2019 and, unless extended or earlier terminated, the Invitation and withdrawal rights will expire at 8:00 a.m., New York time on June 17, 2019 (the “Expiration Deadline” and the “Withdrawal Deadline”). The settlement of validly tendered and accepted Old Notes is scheduled to occur on June 18, 2019 (the “Settlement Date”). Ecuador reserves the right, in its sole discretion, to delay the Settlement Date without extending the Withdrawal Deadline. The following table sets forth certain terms of the Invitation:
Securities – 10.500% Notes due March 24, 2020 (the “Old Notes”)
ISINs and Common Codes – Rule 144A ISIN: XS1199930329. Common Code: 119993032. Regulation S. ISIN: XS1199929826. Common Code: 119992982
Principal Amount Outstanding – U.S.$1,500,000,000
Purchase Price(1) – U.S.$1,060.00
(1) Offered as Purchase Price per each U.S.$1,000 principal amount of Old Notes validly tendered at or prior to the Expiration Deadline and accepted for purchase. The Purchase Price does not include the applicable accrued and unpaid interest to (but excluding) the Settlement Date (“Accrued Interest”).
Eligible holders of Old Notes must tender Old Notes by requesting that the direct participant through which the holder holds its Old Notes submit, at or prior to the Expiration Deadline, such holder’s offer to tender their Old Notes by properly instructing Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking Luxembourg, socit anonyme (“Clearstream, Luxembourg”, each a “Clearing System” and together the “Clearing Systems”), as applicable, in accordance with the procedures and deadlines established by the relevant Clearing System. A separate Offer to tender must be completed on behalf of each beneficial owner. The acceptance of any Offers submitted to Euroclear or Clearstream, Luxembourg after the Expiration Deadline will be in the sole discretion of Ecuador. See “The Invitation- Procedures for Submitting Offers for Old Notes” in the Invitation. Old Notes tendered pursuant to the Invitation may only be withdrawn in accordance with the procedures specified under “The Invitation-Irrevocability; Withdrawal Rights” in the Invitation prior to the Withdrawal Deadline, but not thereafter. There is no letter of transmittal for the Invitation.
Ecuador intends to use the proceeds from the New Notes Offering not otherwise used to purchase Old Notes tendered and purchased pursuant to the Invitation to redeem Old Notes in accordance with the optional redemption provisions of the indentures governing the Old Notes.
This announcement is not an offer to purchase or the solicitation of an offer to sell the Old Notes. The invitation for each holder to submit Offers is only being made pursuant to the Invitation. Holders of Old Notes should read the Invitation carefully prior to making any decision with respect to tendering Old Notes because it contains important information. Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.
The distribution of materials relating to the Invitation, and the transactions contemplated by the Invitation, may be restricted by law in certain jurisdictions. The Invitation is made only in those jurisdictions where it is legal to do so. The Invitation is void in all jurisdictions where it is prohibited. If materials relating to the Invitation come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Invitation do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. The Invitation does not constitute an offer to buy or a solicitation of an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. In any jurisdiction in which the Invitation is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Managers or such affiliates on behalf of Ecuador. See “Certain Legal Restrictions” and “Jurisdictional Restrictions” in the Invitation.
Ecuador will make (or cause to be made) all announcements regarding the Invitation by press release issued to an international news service, which is expected to be PR Newswire or another appropriate international news service, (the “News Service”), and will subsequently publish such announcement on the website of the Luxembourg Stock Exchange (www.bourse.lu).
NONE OF ECUADOR, THE DEALER MANAGERS OR THE INFORMATION AND TENDER AGENT MAKES ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER’S OLD NOTES, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER OLD NOTES, AND, IF SO, MUST DECIDE ON THE PRINCIPAL AMOUNT OF OLD