Republic of Uruguay Announces Global Offering and Tender Offer

Republic of Uruguay Announces Global Offering and Tender Offer

PR Newswire

MONTEVIDEO, URUGUAY, June 10, 2014 /PRNewswire/ —

New Bonds Offering

The Oriental Republic of Uruguay (“Uruguay“) announced today the commencement of a global offering (the “New Bonds Offering“) of a series of global bonds due 2050 to be denominated in U.S. dollars (the “New Bonds“). HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC will serve as Joint Bookrunners for the New Bonds Offering.

The New Bonds Offering is being made only by means of a prospectus supplement and accompanying base prospectus under Uruguay’s registration statement filed with the United States Securities and Exchange Commission (the “SEC“) under the Securities Act of 1933. Copies of the prospectus supplement and prospectus for the New Bonds Offering may be obtained by contacting HSBC Securities (USA) Inc. or J.P. Morgan Securities LLC at the numbers listed below.

Uruguay intends to use the net proceeds of the sale of the New Bonds for general purposes of the government, including financial investment and the refinancing, repurchase or retiring of domestic and external indebtedness, and will use a portion of such net proceeds for liability management transactions, including the payment of the purchase price for Old Bonds (as defined below) if any are acquired pursuant to the terms and subject to the conditions contained in the Offer to Purchase (as defined below).

Application will be made to have the New Bonds admitted to the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Tender Offer

Uruguay also announced today the commencement of an offer to purchase for cash (the “Tender Offer“) bonds of each series listed in the table below (the “Fixed Price Bonds” and the “Fixed Spread Bonds“, which are collectively referred to herein as, the “Old Bonds” and each Old Bond, a “series” of Old Bonds) for an aggregate amount of Old Bonds that will not result in the aggregate purchase price to be paid for all Old Bonds tendered and accepted for purchase pursuant to the Tender Offer (the “Aggregate Purchase Price“) exceeding a maximum purchase amount to be determined by Uruguay in its sole discretion (the “Maximum Purchase Amount“). The terms and conditions of the Tender Offer are set forth in the Offer to Purchase, dated Tuesday, June 10, 2014 (the “Offer to Purchase“).

The Tender Offer is not conditioned upon any minimum participation of any series of Old Bonds but is conditioned on the offering and pricing on the date hereof (but not the closing) of the New Bonds in an amount, with pricing and on terms and conditions acceptable to Uruguay in its sole discretion.

The tender period (the “Tender Period“) will commence at 8:00 a.m., New York time, on Tuesday, June 10, 2014 and expire at 4:00 p.m., New York time, on the same day unless extended or earlier terminated. The settlement of the Tender Offer is scheduled to occur on Tuesday, June 17, 2014 (the “Tender Offer Settlement Date“). The purchase price to be paid for the Old Bonds of each series tendered and accepted pursuant to the Tender Offer will be (a) in the case of the Fixed Price Bonds, the fixed price indicated in the table below and (b) in the case of the Fixed Spread Bonds, a purchase price to be determined in accordance with the procedures set forth in the Offer to Purchase using the fixed spread specified for the Fixed Spread Bonds in the table below (the “Purchase Price“). Holders of the Old Bonds participating in the Tender Offer will also receive any accrued and unpaid interest (the “Accrued Interest“) on their Old Bonds up to (but excluding) the Tender Offer Settlement Date.

Fixed Price Bonds

Outstanding Principal
Amount as of Monday,
June 9, 2014


ISIN


CUSIP

Common Code

Purchase Price
(per US$1,000
Principal
Amount)

Purchase Price
(%)

7.500% Global Bonds due 2015
(“2015 Bonds”)

US$ 165,388,418.00

US917288AZ56

917288AZ5

016713805

US$1,055.00

105.50%

9.250% Global Bonds due 2017
(“2017 Bonds”)

US$ 53,190,000.00

US760942AR33

760942AR3

021983462

US$1,220.00

122.00%

8.000% Global Bonds due 2022
(“2022 Bonds”)

US$ 668,038,172.00

US917288BC52

917288BC5

023617129

US$1,325.00

132.50%

6.875% Global Bonds due 2025
(“2025 Bonds”)

US$ 238,693,605.00

US760942AX01

760942AX0

045490688

US$1,245.00

124.50%

7.875% Global Bonds due 2033
(“2033 Bonds”)

US$ 1,066,269,971.50

US917288BA96

917288BA9

016713813

US$1,385.00

138.50%

7.625% Global Bonds due 2036
(“2036 Bonds”)

US$ 1,407,867,317.00

US760942AS16

760942AS1

024873811

US$1,375.00

137.50%

Fixed Spread Bonds

Outstanding Principal
Amount as
of Monday,
June 9,
2014


ISIN


CUSIP

Common
Code

Reference U.S.
Treasury
Security(1)

Bloomberg
Screen

Fixed Spread
(Basis Points)

Hypothetical
Purchase Price
(per US$1,000
principal
amount)(2)

4.125% Global Bonds due 2045
(“2045 Bonds”)

US$ 854,123,188.00

US760942AY83

760942AY8

085705113

3.625% due February 15, 2044

PX1

143

US$883.75

(1)The Dealer Managers (as defined below) will establish the U.S. Treasury Rate using the bid-side price of the UST 3.625% due February 15, 2044 on the Bloomberg Screen (set forth above) at or around the pricing of the New Bonds. The Purchase Price for the 2045 Bonds and the yield for the New Bonds will be calculated by reference to the UST 3.625% due February 15, 2044.

(2)The Hypothetical Purchase Price for the Fixed Spread Bonds has been calculated using the bid-side price of the UST 3.625% due February 15, 2044 on the Bloomberg Screen at 4:30 p.m., EST, on June 9, 2014.

During the Tender Period, a holder of Old Bonds may place orders to tender Old Bonds (“Tender Orders“) only through either of the Dealer Managers. Holders will NOT be able to submit tenders through Euroclear Bank S.A./N.V., Clearstream Banking, soci t anonyme or the Depository Trust Company (“DTC“). If a holder does not have an account with either Dealer Manager, such holder may place a tender offer through any broker, dealer, commercial bank, trust company, other financial institution or other custodian that it customarily uses. HSBC Securities (USA) Inc., as the billing and delivering bank for the Tender Offer (in such capacity, the “Billing and Delivering Bank“), will consolidate all Tender Orders and, upon instruction of Uruguay, accept Old Bonds for purchase pursuant to the Tender Offer, subject to proration as described in the Offer to Purchase, prior to 8:00 a.m., New York time, on Wednesday, June 11, 2014 or as soon as possible thereafter. Each of Uruguay and the Billing and Delivering Bank reserves the right, in the sole discretion of each of them, not to accept any or all Tender Orders and to terminate the Tender Offer for any reason. Tender Orders by a holder of each series of Old Bonds must be of principal amounts of at least US$100,000 and integral multiples of US$1.00 or US$1,000 in excess thereof, as the case may be depending on the minimum denominations of each series of Old Bonds (“Permitted Tender Amounts“).

There is no letter of transmittal for the Tender Offer. Old Bonds held through DTC must be delivered to any of the Dealer Managers for settlement no later than 3:00 p.m., New York time, on the Tender Offer Settlement Date. Failure to deliver Old Bonds on time may result (i) in the cancellation of the relevant holder’s Tender Order and in such holder becoming liable for any damages resulting from that failure and (ii) in the case of Preferred Tenders (as defined below), cancellation of any allocation of New Bonds in the New Bonds Offering in respect of a holder’s related order for New Bonds. Holders will not have withdrawal rights with respect to any tenders of Old Bonds in the Tender Offer. Old Bonds accepted for purchase will be settled on a delivery versus payment basis with the Billing and Delivering Bank on the Tender Offer Settlement Date in accordance with customary brokerage practices for corporate fixed income securities (i.e., a “desk to desk” or “broker to broker” trade).

To the extent the Aggregate Purchase Price would exceed the Maximum Purchase Amount and proration occurs, preference will be given to Tender Orders submitted by holders who place firm orders for New Bonds prior to the pricing of the New Bonds Offering (“Preferred Tenders“). Such priority will apply, for each Preferred Tender, with respect to an amount of Tender Orders having a Purchase Price equal to the amount of New Bonds ordered by such holder, subject to certain limits.

All Old Bonds that are tendered pursuant to Tender Orders placed through a Dealer Manager and accepted will be purchased by the Billing and Delivering Bank. Only the Billing and Delivering Bank will be liable for the payment of the Purchase Price and Accrued Interest for Old Bonds validly tendered and accepted. Uruguay will not be liable under any circumstances for any payment of the Purchase Price and Accrued Interest to the holders of Old Bonds tendered in the Tender Offer. The Billing and Delivering Bank shall not be liable for payments to any holder of Old Bonds validly tendered and accepted for purchase if such holder fails to deliver such Old Bonds on or prior to the settlement of the Tender Offer as described in the Offer to Purchase. The Billing and Delivery Bank shall only have the obligation to sell to Uruguay the Old Bonds validly tendered and accepted for purchase that the Billing and Delivery Bank has actually received pursuant to the Offer to Purchase on the date of settlement of the Tender Offer. Tender Orders that are not for Permitted Tender Amounts will not be accepted.

The Tender Offer is subject to Uruguay’s right, at its sole discretion and subject to applicable law, to instruct the Billing and Delivering Bank to extend, terminate, withdraw, or amend the Tender Offer at any time. Each of Uruguay and the Billing and Delivering Bank and the Dealer Managers reserves the right, in the sole discretion of each of them, not to accept tenders for any reason.

The Offer to Purchase may be downloaded from the Information Agent’s website at www.bondcom.com/rou or obtained from the Information Agent, Bondholder Communications Group, LLC in New York, 30 Broad Street, 46th floor, New York, New York 10004 (Tel. +1 212 809 2663) Attention: Rita Upton (e-mail:

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