SANTO
DOMINGO, Dominican Republic, June 17,
2024 /PRNewswire/ -- The Dominican Republic (the "Republic") announced
today the commencement of an offer to purchase for cash (the
"Offer") from each registered holder or beneficial owner (each, a
"Holder" and, collectively, the "Holders") outstanding bonds of the
series set forth in the table below (the "Existing Bonds"), upon
the terms and subject to the conditions set forth in the offer
document dated June 17, 2024 (the
"Offer Document").
The Republic will determine in its sole discretion the maximum
amount to be paid by the Republic for the outstanding principal
amount of Existing Bonds validly tendered and accepted for purchase
by the Republic pursuant to the Offer, not including interest
accrued and unpaid thereon (the "Maximum Purchase Price").
The Offer is not conditioned upon any minimum participation of
the Existing Bonds, but it is conditioned, among other things, on
the concurrent (or earlier) closing of the issuance by the Republic
of one or more series of DOP-denominated and/or U.S.
dollar-denominated, New York
law-governed debt securities (the "New Notes") in an aggregate
principal amount, with pricing and on terms and conditions
acceptable to the Republic in its sole discretion (the "New Notes
Offering"). The New Notes Offering will be made solely by means of
one or more offering memoranda relating to that offering of the New
Notes, and neither this announcement nor the Offer Document
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes.
The Republic reserves the right, in its sole discretion, not to
accept any valid orders to tender Existing Bonds in accordance with
the terms and conditions of the Offer ("Tenders"), to modify the
fixed price per outstanding US$1,000
principal amount indicated in the rightmost column in the table
below (the "Purchase Price") for the Existing Bonds, or to
terminate the Offer for any reason. In the event of a termination
of the Offer, the tendered Existing Bonds will be returned to the
tendering Holder.
The total purchase price for the principal amount of the
Existing Bonds validly tendered by a Holder and accepted by the
Republic (the "Total Purchase Price") will be an amount in cash
equal to the outstanding principal amount of such Existing Bonds,
multiplied by the Purchase Price, plus accrued and unpaid interest
on such Existing Bonds up to, but excluding, the Settlement Date
("Accrued Interest"). If the Total Purchase Price minus Accrued
Interest for all validly tendered Existing Bonds (the "Tendered
Aggregate Purchase Price") would exceed the Maximum Purchase Price,
then the Republic will, in its sole discretion, apply a proration
factor to the Tenders.
Title of Existing
Bonds
|
Outstanding
Principal Amount as
of the Date Hereof
|
CUSIP Numbers /
ISINs
|
Purchase Price
(per
Outstanding US$1,000
Principal Amount)(1)
|
5.500% Bonds
due 2025
|
US$1,272,202,000
|
P3579E BD8 /
USP3579EBD87 (Reg S)
25714P CV8 / US25714PCV85 / (144A)
|
US$1,000
|
___________
(1) In addition to the
Purchase Price, Accrued Interest will be payable on the Existing
Bonds validly tendered and accepted in the Offer.
|
Holders tendering Existing Bonds may obtain a priority
allocation code (the "Priority Allocation Code") by contacting
either of the Dealer Managers, and should include their Priority
Allocation Code in their ATOP or Electronic Acceptance Instruction
(in each case, as defined in the Offer Document). Tendering Holders
who wish to subscribe for New Notes should include their Priority
Allocation Code when subscribing for New Notes. The Republic will
review Tenders received on or prior to the Expiration Time and may
give priority to those investors tendering with a Priority
Allocation Code in connection with the allocation of New Notes.
However, no assurances can be given that any Holder that tenders
Existing Bonds will be given an allocation of New Notes at the
levels it may subscribe for, or at all.
If the Republic accepts all or a portion of a Holder's Tender,
the Holder will be entitled to receive for such Existing Bonds the
applicable Total Purchase Price, which will be paid on the
Settlement Date, if the conditions of the Offer are met.
The Offer commenced on Monday, June 17,
2024 and will expire at 8:00
a.m. (New York City time)
Tuesday, June 25, 2024 (the
"Expiration Time") unless extended or earlier terminated by
the Republic in its sole discretion. Existing Bonds may be validly
withdrawn at any time at or prior to the Expiration Time. The
settlement of validly tendered and accepted Existing Bonds is
expected to occur on Monday, July 1,
2024, or as soon as practicable thereafter, subject to
change without notice (the "Settlement Date").
At or about 9:00 a.m.
(New York City time) on
Tuesday, June 25, 2024, subject to
change without notice, the Republic expects to announce the
aggregate principal amount of Tenders of the Existing Bonds that
have been received on or prior to the Expiration Time.
In addition, at or about 5:00 p.m.
(New York City time) on
Tuesday, June 25, 2024, subject to
change without notice, the Republic expects to announce (i) the
Maximum Purchase Price; (ii) the Tendered Aggregate Purchase Price;
(iii) the aggregate principal amount of Tenders of the Existing
Bonds that have been accepted; and (iv) any proration of Tenders of
the Existing Bonds.
Existing Bonds may be tendered only in the principal amount
equal to the minimum authorized denomination of US$100,000 and in integral multiples of
US$1,000 in excess thereof (the
"Minimum Denomination"). Holders who tender less than all of their
Existing Bonds must continue to hold Existing Bonds in at least the
Minimum Denomination of US$100,000
principal amount.
Holders of Existing Bonds must tender Existing Bonds by
requesting that the direct participant through which the Holder
holds its Existing Bonds submit, at or prior to the Expiration
Time, such Holder's Tender by properly instructing The Depository
Trust Company ("DTC"), Euroclear Bank SA/NV, as operator of the
Euroclear System ("Euroclear"), or Clearstream Banking, S.A.
("Clearstream"), as applicable, in accordance with the procedures
and deadlines established by each such clearing system. Any Holder
that holds Existing Bonds through a custodian cannot submit a
Tender directly and should instead contact its custodian to
instruct the direct participant to submit a Tender on its behalf.
There is no letter of transmittal or guaranteed delivery
procedures for the Offer. The acceptance of any Tenders
forwarded to DTC from Euroclear or Clearstream after the Expiration
Time will be in the sole discretion of the Republic.
You are advised to consult with the broker, dealer, bank,
custodian, trust company, or other nominee through which you hold
your Existing Bonds as to the deadlines by which such intermediary
would require receipt of instruction from you to participate in the
Offer in accordance with the terms and conditions of the Offer as
described in the Offer Document in order to meet the deadlines set
forth in the Offer Document. The deadlines set by DTC, Euroclear,
Clearstream, or any such intermediary for the submission of
Existing Bonds may be earlier than the relevant deadlines specified
in the Offer Document.
The Offer Document may be downloaded from website of Global
Bondholder Services Corporation (the "Tender and Information
Agent") at https://www.gbsc-usa.com/dominican/ or obtained from the
Tender and Information Agent or from any of the Dealer Managers at
the contact information below. Questions regarding the Offer may be
directed to the Dealer Managers at the below contact
information.
The Dealer Managers for the Offer are:
Citigroup Global
Markets Inc.
388 Greenwich Street,
4th Floor Trading
New York, New York
10013
United States of
America
Attn: Liability
Management Group
Collect: +1 (212)
723-6106
Toll-Free: +1 (800)
558-3745
Email:
ny.liabilitymanagement@citi.com
|
J.P. Morgan
Securities LLC
383 Madison Avenue
New York, New York
10179
United States of America
Attn: Latin America Debt Capital Markets
Collect: +1 (212)
834-7279
Toll-Free: +1 (866) 846-2874
|
The Tender and Information Agent for the Offer
is:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
United States of America
Attn: Corporate Actions
Banks and Brokers call: +1 (212) 430-3774
Toll free +1 (855) 654-2014
Email: contact@gbsc-usa.com
Offer Website: https://www.gbsc-usa.com/dominican/
By facsimile:
(For Eligible Institutions only):
+1 (212) 430-3775/3779
Confirmation:
+1 (212) 430-3774
By
Mail:
|
By Overnight
Courier:
|
By
Hand:
|
65 Broadway – Suite
404
New York, New York
10006
United States of
America
|
65 Broadway – Suite
404
New York, New York
10006
United States of
America
|
65 Broadway – Suite
404
New York, New York
10006
United States of
America
|
Important Notice
This announcement is for informational purposes only. It is not
complete and may not contain all the information that you should
consider before tendering Existing Bonds. You should read the
entire Offer Document.
This announcement is not an offer to purchase for cash or a
solicitation of invitations for offers to purchase for cash any
Existing Bonds. The distribution of materials relating to the Offer
and the transactions contemplated thereby may be restricted by law
in certain jurisdictions. The Offer is being made only by the Offer
Document and in those jurisdictions where it is legal to do so. The
Offer is void in all jurisdictions where it is prohibited. If
materials relating to the Offer come into your possession, you are
required to inform yourself of and to observe all of these
restrictions. Each person accepting the Offer 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 the Offer pursuant to the Offer Document, it
has not distributed or forwarded the Offer Document or any other
documents or materials relating to the Offer to any such person,
and that it has complied with all laws and regulations applicable
to it for purposes of participating in the Offer. Neither the
Republic nor the Dealer Managers accepts any responsibility for any
violation by any person of the restrictions applicable in any
jurisdiction.
The materials relating to the Offer, including this
announcement, 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. This announcement and the
Offer Document do 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 Offer 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 the Republic.
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content:https://www.prnewswire.com/news-releases/the-dominican-republic-announces-offer-to-purchase-existing-bonds-302174230.html
SOURCE The Dominican
Republic