SAN
SALVADOR, El
Salvador, April 16, 2024 /PRNewswire/ -- The
Republic of El Salvador (the
"Republic"), announced today the results 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
"Notes"), upon the terms and subject to the conditions
described in the invitation, dated April 8,
2024 (the "Invitation"). The Invitation and
withdrawal rights expired as scheduled at 5:00 p.m., New
York time on April 15,
2024.
The following table sets forth the results of the Invitation, as
well as the principal amount of the Notes of each series which the
Republic expects to accept for purchase subject to the Financing
Condition:
Securities
|
CUSIPs,
ISINs and Common Codes
|
Principal Amount
Outstanding as of
April 8, 2024
|
Principal
Amount
Tendered
|
Percentage
of Principal
Amount
Tendered
|
Expected
Principal
Amount to be
Accepted for
Purchase
|
Expected
Approximate
Proration
Factor1
|
Expected
Principal
Amount to
Remain
Outstanding After
Repurchase
|
5.875% Notes
due 2025 (the
"2025 Notes")
|
Rule
144A
CUSIP: 283875
AR3
ISIN:
US283875AR37
Common Code:
086183617
Regulation
S
CUSIP: P01012
AS5
ISIN:
USP01012AS54
Common Code:
086183609
|
U.S.$347,917,000
|
U.S.$248,356,000
|
71.38 %
|
U.S.$248,356,000
|
0.00 %
|
U.S.$99,561,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.375% Notes
due 2027 (the
"2027 Notes")
|
Rule
144A
CUSIP: 283875
AS1
ISIN:
US283875AS10
Common Code:
111168059
Regulation
S
CUSIP: P01012
AT3
ISIN:
USP01012AT38
Common Code:
111168075
|
U.S.$800,000,000
|
U.S.$407,636,000
|
50.95 %
|
U.S.$166,935,000
|
40.99 %
|
U.S.$633,065,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.625% Notes
due 2029 (the
"2029 Notes")
|
Rule
144A
CUSIP: 283875
BW1
ISIN:
US283875BW13
Common Code:
157312162
Regulation
S
CUSIP: P01012
BX3
ISIN:
USP01012BX31
Common Code:
157242083
|
U.S.$601,085,000
|
U.S.$290,042,000
|
48.25 %
|
U.S.$71,553,000
|
24.70 %
|
U.S.$529,532,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 The
expected approximate proration factor is subject to rounding on a
case-by-case basis in connection with minimum denomination
adjustments as described below and is subject to acceptance, which
is scheduled to occur on or before April 18, 2024.
|
The Republic will announce the aggregate principal amount of
Notes of each series definitively accepted for purchase, the
proration factor and the aggregate principal amount of Notes of
each series remaining outstanding following the completion of the
Invitation on or before April 18,
2024 (the "Acceptance Date").
The principal amount of each holder's validly tendered Notes
expected to be accepted for purchase is determined by multiplying
each holder's tender of Notes by the approximate proration factor
indicated in the table above, and rounding the product down to the
nearest U.S.$1,000. The Republic
expects to only accept tenders of Notes subject to proration to the
extent such proration does not result in (i) the relevant holder
transferring Notes to the Republic in a principal amount of less
than U.S.$5,000, being the minimum
authorized denomination of the Notes, and (ii) the Notes in a
principal amount of less than the applicable minimum denomination
being returned to the relevant holder. If, due to proration, less
than the applicable minimum denomination would be returned to the
holders, then the Republic will either accept all or reject all of
the tendered amount.
The settlement of validly tendered and accepted Notes is
scheduled to occur on or about April 19,
2024 (the "Settlement Date"), subject to the terms
and conditions set forth in the Invitation. Holders whose Notes are
accepted for purchase (after proration) by the Republic will be
entitled to receive for such Notes the applicable purchase price
plus applicable accrued and unpaid interest to (but excluding) the
Settlement Date ("Accrued Interest"). The aggregate purchase
price plus Accrued Interest to be paid by the Republic is expected
to be U.S.$469,973,236.42. Any Notes
tendered that are not accepted and purchased by the Republic as a
result of the operation of the applicable proration provisions are
expected to be returned to the relevant tendering holders on the
Settlement Date.
The Republic reserves the right, in its sole discretion, to
delay the Settlement Date. The Republic's expected acceptance of
the Notes tendered and settlement of the Tender Offer on the
Settlement Date are subject to the satisfaction by the Republic of
the Financing Condition described in the Invitation which is
expected to occur on April 17,
2024.
Any holder who fails to make delivery in accordance with the
Invitation shall not be entitled to receive any payment therefore
unless the Republic, in its sole discretion, determines to waive
any such failure.
The Republic will cancel the Notes purchased pursuant to the
Invitation following the Settlement Date.
The tender and information agent for the Invitation was D.F.
King & Co., Inc., (the "Tender and Information Agent")
and can be reached at salvador@dfking.com, by telephone at 1 (866)
828-6934 (U.S. toll free) and (212) 269-5550 (collect), in writing
at 48 Wall Street, 22nd Floor New York,
New York 10005.
The Dealer Manager for the Invitation was BofA Securities, Inc.
(the "Dealer Manager") and can be reached regarding the
terms of the Invitation by telephone at +1 (646) 855-8988 (collect)
or +1 (888) 292-0070 (U.S. Toll-free).
Disclaimer
This announcement is not an offer to purchase or the
solicitation of an offer to sell the Notes. The invitation for each
holder to submit Offers is only being made pursuant to the
Invitation.
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 the Dealer Manager or any of its affiliates is
so licensed, it shall be deemed to be made by the Dealer Manager or
such affiliates on behalf of El
Salvador. See "Certain Legal Restrictions" and
"Jurisdictional Restrictions" in the Invitation.
El Salvador 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.luxse.com).
NONE OF EL SALVADOR, THE DEALER
MANAGER OR THE INFORMATION AND TENDER AGENT MADE ANY RECOMMENDATION
THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION
OF THE PRINCIPAL AMOUNT OF SUCH HOLDER'S NOTES, AND NO ONE HAS BEEN
AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION.
Important Notice
The distribution of the Invitation and the transactions
contemplated hereby may be restricted by law in certain
jurisdictions. Persons into whose possession this Invitation come
are required by El Salvador and
the Dealer Manager to inform themselves of and to observe any of
these restrictions. Each person accepting the Invitation shall be
deemed to have represented, warranted and agreed (in respect of
itself and any person for whom it is acting) that it is not a
person to whom it is unlawful to make an Invitation pursuant to
this Invitation (including under the applicable securities laws
referenced below), it has not distributed or forwarded this
Invitation or any other documents or materials relating to the
Invitation to any such person, and it has (before offering the
Notes for exchange) complied with all laws and regulations
applicable to it for the purposes of its participation in the
Invitation.
This Invitation does not constitute, and may not be used in
connection with, an offer or solicitation by anyone in any
jurisdiction in which an offer or solicitation is not authorized or
in which the person making an offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make
an offer or solicitation. Neither El
Salvador nor the Dealer Manager accepts any responsibility
for any violation by any person of the restrictions applicable in
any jurisdiction.
European Economic Area
The Invitation is not intended to be offered, or otherwise
made available to and should not be offered or otherwise made
available to any retail investor in 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");
or (ii) a customer within the meaning of Directive 2016/97/EC (as
amended, the "Insurance Distribution Directive"), 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 (e) of Regulation (EU) 2017/1129)
(the "Prospectus Regulation"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise
making them or the Invitation available to retail investors in the
EEA has been prepared and therefore making the Invitation or
offering or selling the Notes or otherwise making them or the
Invitation available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
United Kingdom
The Invitation is not intended to be offered, or otherwise
made available to and should not be offered or otherwise made
available to any retail investor in the United Kingdom ("UK"). For these purposes, 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 domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement Directive (EU)
2016/97, 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 domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise
making them or the Invitation available to retail investors in the
UK has been prepared and therefore making the Invitation or
offering or selling the Notes or otherwise making them or the
Invitation available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
The communication of this Invitation and any other offer
material relating to the Invitation are not being made, and such
documents and/or materials have not been approved, by an authorized
person for the purposes of section 21 of the UK Financial Services
and Markets Act 2000. Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the
general public in the United
Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may only be communicated to persons (i) who 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) who fall within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations etc.") of
the Financial Promotion Order, (iii) who are outside the
United Kingdom, or (iv) 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, including this Invitation, may otherwise
lawfully be communicated in accordance with the Financial Promotion
Order (such persons together being "relevant persons"). Any
investment or investment activity to which this Invitation or these
other documents and/or materials relate are available only to
relevant persons and will be engaged in only with relevant persons.
Any person who is not a relevant person should not act or rely on
this Invitation or these other documents and/or materials or any of
its or their contents.
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content:https://www.prnewswire.com/news-releases/the-republic-of-el-salvador-announces-the-results-of-its-invitation-for-offers-to-tender-for-cash-and-expected-acceptance-of-its-2025-notes-2027-notes-and-2029-notes-302118682.html
SOURCE The Republic of El
Salvador