TIDM80LW
RNS Number : 5761Y
Uruguay (Republic of)
13 May 2021
FREE WRITING PROSPECTUS
FOR IMMEDIATE RELEASE
May 13, 2021
MONTEVIDEO, URUGUAY -
Tender Offer
The Republic of Uruguay ("Uruguay") announced today the
commencement of an offer to purchase for cash (the "Tender Offer")
bonds of each series of Global Bonds listed in the table below
(collectively, the "Old Bonds" and each Old Bond, a "series" of Old
Bonds) such that the aggregate Purchase Price to be paid for the
Old Bonds tendered and accepted for purchase pursuant to the Tender
Offer is equal to a maximum purchase amount for each series 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 May 13, 2021 (the "Offer to
Purchase").
The Tender Offer is not conditioned upon any minimum
participation of any series of Old Bonds but is conditioned, among
other things, on the pricing, but not the closing, of the issuance
of Uruguay's new Peso-denominated Global Bonds due 2031 and an
additional issuance of Uruguay's existing U.S. dollar-denominated
4.375% Global Bonds due 2031 (collectively, the "New Bonds"), each,
in an amount, with pricing and on terms and conditions acceptable
to Uruguay in its sole discretion, with pricing terms expected to
be announced at or around 4:00 p.m., New York time on May 13, 2021
(the "New Bonds Offerings").
The Tender Offer will commence at or around 8:00 a.m., New York
time, on May 13, 2021 and, unless extended or earlier terminated,
(i) expire at 12:00 noon, New York time, on May 13, 2021 for
non-preferred tenders (the "Non-Preferred Tender Period"), and (ii)
expire at 2:00 p.m., New York time, on May 13, 2021 for preferred
tenders (the "Preferred Tender Period"). The settlement of the
Tender Offer is scheduled to occur on May 20, 2021 (the "Tender
Offer Settlement Date"). The purchase price to be paid per Ps.
1,000 principal amount of each series of Global Ps. Bonds and per
U.S.$1,000 principal amount of each series of Global USD Bonds
tendered and accepted pursuant to the Tender Offer will be equal to
the fixed price indicated in the table below (the "Purchase
Price"). Holders whose Old Bonds are accepted in the Tender Offer
will also receive any accrued and unpaid interest from, and
including, the last interest payment date for such Old Bonds up to,
but excluding, the Tender Offer Settlement Date (the "Accrued
Interest"). Accrued Interest for Preferred and Non-Preferred Tender
Orders will be payable in cash.
Purchase
Price (per
Outstanding Ps.1,000
Principal Amount ISIN CUSIP Principal
as of Thursday, (Rule 144A / Reg (Rule 144A / Reg Common Code Amount) (1)
Global Ps. Bonds May 13, 2021 S) S) (Rule 144A / Reg S) (2)
------------------------------- ------------------ ----------------- ----------------- ---------------------- --------------
9.875 % Global Ps. Bonds due Ps. US917288BJ06 / 917288 BJ0 / 163395410 / 163395444 Ps. 1,045.00
20 22 ("20 22 Ps. Bonds") 35,271,246,000 USP96006AE41 P96006 AE4
8.500 % Global Ps. Bonds due Ps. US760942BC54 / 760942 BC5 / 168332475 / 168332521 Ps. 1,047.50
20 28 ("2028 Ps. Bonds") 31,603,000,000 USP80557BV53 P80557 BV5
Purchase
Outstanding Price (per
Principal Amount US$1,000
as of Thursday, Principal
Global USD Bonds May 13, 2021 ISIN CUSIP Common Code Amount) (2)
------------------------------- ------------------ ----------------- ----------------- ---------------------- --------------
8.000 % Global Bonds due 20 22 US$310,919,173.33 US917288BC52 917288BC5 023617129 US$1,087.50
("20 22 USD Bonds")
4.500 % Global Bonds due 20 24 US$1,009,616,897 US760942AZ58 760942AZ5 096139942 US$1,091.00
("2024 USD Bonds")
(1) The Purchase Price of the Global Ps. Bonds shall be
converted into U.S. dollars at an exchange rate of Ps.44.026 to
US$1.00.
(2) In addition, investors will receive Accrued Interest, as
described above.
Tender Orders (as defined below) made by holders of (i) 2022 Ps.
Bonds or the 2028 Ps. Bonds who have submitted a corresponding
Indication of Interest (as defined in the Offer to Purchase) for
the new Peso-denominated Global Bonds due 2031 prior to the New
Bonds Pricing Time (as defined in the Offer to Purchase) will be
accepted before any other Tender Orders of such series, and (ii)
2022 USD Bonds or 2024 USD Bonds who have submitted a corresponding
Indication of Interest for the New USD 2031 Bonds prior to the New
Bonds Pricing Time will be accepted before any other Tender Orders
of such series.
During the Non-Preferred Tender Period or Preferred Tender
Period, as applicable, a holder of Old Bonds may place orders to
tender Old Bonds ("Tender Orders") only through one of the Dealer
Managers (as defined below). Holders will NOT be able to submit
tenders through Euroclear Bank SA/NV ("Euroclear"), Clearstream
Banking, société anonyme ("Clearstream") or the Depository Trust
Company ("DTC") systems. If a holder does not have an account with
a 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 that has an
account with a Dealer Manager. Your broker must contact one of the
Dealer Managers to submit a Tender Order on your behalf.
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,
at or around 8:00 a.m., New York time, on May 14, 2021 or as soon
as possible thereafter.
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 reserves the right, in the sole discretion of each
of them, not to accept any Tender Orders for any reason. Tender
Orders by a holder of Old Bonds must be in permitted tender amounts
as set forth in the Offer to Purchase. Tender Orders that are not
for Permitted Tender Amounts will not be accepted.
There is no letter of transmittal or guaranteed delivery
procedure in connection with this Tender Offer. If you hold Old
Bonds through DTC, they must be delivered to the Billing and
Delivering Bank for settlement no later than 3:00 p.m., New York
time, on the Tender Offer Settlement Date. If you hold Old Bonds
through Euroclear or Clearstream, the latest process you can use to
deliver your Old Bonds to the Billing and Delivering Bank is the
overnight process, one day prior to the Tender Offer Settlement
Date; you may not use the optional daylight process. Failure to
deliver Old Bonds on time may result (i) in the cancellation of
your tender and in you becoming liable for any damages resulting
from that failure, (ii) in the case of Preferred Tenders (a) in the
cancellation of any allocation of New Bonds in the New Bonds
Offerings in respect of your related Indication of Interest and/or
(b) in the cancellation of your tender and in your remaining
obligation to purchase your allocation of New Bonds in respect of
your related Indication of Interest and/or (iii) in the delivery of
a buy-in notice for the purchase of such Old Bonds, executed in
accordance with customary brokerage practices for corporate fixed
income securities. Any holder whose tender is cancelled will not
receive the Purchase Price or Accrued Interest. 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.
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 in such amounts as Uruguay shall
determine and subject to the terms and conditions of the Offer to
Purchase. 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 as instructed by Uruguay.
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 Offer to Purchase may be downloaded from the Information
Agent's website at www.dfking.com/uruguay or obtained from the
Information Agent, D.F. King & Co., Inc., 48 Wall Street, New
York, NY 10005 (Banks and Brokers Call: Toll Free: (877) 732-3621,
or All Others Call: (212) 269-5550 Attention: Mei Zheng, or from
any of the Dealer Managers.
The Dealer Managers for the Tender Offer are:
BofA Securities, Inc. HSBC Securities (USA) Inc. Santander Investment Securities Inc.
One Bryant Park, 9th Floor 452 Fifth Avenue 45 East 53rd Street
New York, New York 10036 New York, New York 10018 New York, New York 10022
United States United States United States of America
Attention: Liability Management Attention: Global Liability Management Attention: Liability Management Group
In the United States: Group Collect:+1 (212) 940-1442
Toll-free: +1 (800)-292-0070 Toll Free: +1 (888) HSBC-4LM Toll-free: +1(855) 404-3636
Outside the United States: Collect: +1 (212) 525-5552
Collect: +1 (646)-855-8988 Email: lmamericas@us.hsbc.com
Questions regarding the Tender Offer may be directed to the
Dealer Managers at the above contact.
Uruguay has filed a registration statement (including prospectus
supplement and the prospectus) with the SEC for the New Bonds
Offerings and the issuance of New Bonds. Before you invest, you
should read the prospectus in the registration statement and other
documents that Uruguay has filed with the SEC for more complete
information about Uruguay and such offering. You may get these
documents for free by visiting EDGAR on the SEC website at
http://www.sec.gov .
The following additional information of Uruguay is available
from the SEC website and also accompanies this free-writing
prospectus:
https://www.sec.gov/Archives/edgar/data/102385/000119312520174873/0001193125-20-174873-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312520139224/0001193125-20-139224-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518072100/d526658dsb.htm
https://www.sec.gov/Archives/edgar/data/0000102385/000119312521155707/0001193125-21-155707-index.htm
Contact information: D.F. King & Co., Inc.
Attention: Mei Zheng
48 Wall Street
New York, NY 10005
Toll Free: (877) 732-3621
All Others Call: (212) 269-5550
website: www.dfking.com/uruguay
Important Notice
This announcement is not an offer to purchase or a solicitation
of an offer to sell the Old Bonds. The Tender Offer will be made
only by and pursuant to the terms of the Offer to Purchase, as may
be amended or supplemented from time to time.
The distribution of materials relating to the New Bonds
Offerings and the Tender Offer, and the transactions contemplated
by the New Bonds Offerings and Tender Offer, may be restricted by
law in certain jurisdictions. Each of the New Bonds Offerings and
the Tender Offer is made only in those jurisdictions where it is
legal to do so. The New Bonds Offerings and the Tender Offer are
void in all jurisdictions where they are prohibited. If materials
relating to the New Bonds Offerings or the Tender Offer come into
your possession, you are required to inform yourself of and to
observe all of these restrictions. The materials relating to the
New Bonds Offerings and the Tender Offer 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. If a
jurisdiction requires that the New Bonds Offerings or the Tender
Offer be made by a licensed broker or dealer and a Dealer Manager
or any affiliate of a Dealer Manager is a licensed broker or dealer
in that jurisdiction, the New Bonds Offerings or the Tender Offer,
as the case may be, shall be deemed to be made by the Dealer
Manager or such affiliate in that jurisdiction. Owners who may
lawfully participate in the Tender Offer in accordance with the
terms thereof are referred to as "holders."
Stabilization/FCA
No securities are intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in any Member State of the
European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2017/1129 (as amended, "IMD"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Article 2 of the Prospectus Regulation.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling any securities or otherwise making them
available to retail investors in the EEA has been prepared and
therefore any offering or selling of any securities or otherwise
making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
No securities are intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the "UK").
For these purposes, (a) a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 ("FSMA") and any
rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of the Prospectus Regulation as it forms part of UK
domestic law by virtue of the EUWA, and (b) the expression "offer"
includes the communication in any form and by any means of
sufficient information on the terms of the offer and the securities
to be offered so as to enable an investor to decide to purchase or
subscribe for the securities. Consequently, no key information
document required by the PRIIPs Regulation, as it forms part of UK
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"),
for offering or selling securities or otherwise making them
available to retail investors in the UK has been prepared and
therefore any offering or selling of securities or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
The expression "Prospectus Regulation" means Regulation (EU)
2017/1129 (as amended or superseded).
This announcement is intended for distribution only to persons
who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Financial Promotion Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, (iv) fall within Article 43 ("Members
and creditors of certain bodies corporate") of Financial Promotion
Order, or (v) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This document is
directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment
or investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant
persons.
* * *
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END
TENGPUMCAUPGGPW
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May 13, 2021 08:50 ET (12:50 GMT)
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