2014

Republic of the Philippines Launch Announcement

MANILA, Philippines, Nov. 8, 2012 /PRNewswire/ -- The Republic of the Philippines (the "Republic") announced today that it is inviting holders of the bonds specified below (the "Bonds") to submit offers (the "Offers") to sell the Bonds to the Republic for cash. The invitation to submit Offers to sell Bonds for cash described in this announcement is referred to as the "Invitation." The full terms and conditions of the Invitation are described in the Invitation for Offers dated November 8, 2012 (the "Invitation for Offers"). 
 

Series of Bonds




Outstanding Principal Amount(1)

ISIN

Acceptance Priority
Level

Reference Rate

Fixed Spread
(in basis points)










8.250% Bonds due 1/15/2014




US$1,151,146,000

US718286AU14

1

USD Swap Rate*

(25)

8.875% Bonds due 3/17/2015




US$643,723,000

US718286AW79

1

USD Swap Rate*

11

8.000% Bonds due 1/15/2016




US$648,035,000

US718286BA41

1

USD Swap Rate*

25

6.250% Bonds due 3/15/2016




€401,460 ,000

XS0240387349

1

EUR Swap Rate**

97










8.750% Bonds due 10/7/2016




US$526,087,000

US718286AC16 / USY6972CAJ63

2

USD Swap Rate*

36

9.375% Bonds due 1/18/2017




US$653,197,000

US718286AQ02

2

USD Swap Rate*

41

9.875% Bonds due 1/15/2019




US$792,405,000

US718286AK32

2

USD Swap Rate*

61

8.375% Bonds due 6/17/2019




US$1,237,751,000

US718286BE62

2

USD Swap Rate*

59

6.500% Bonds due 1/20/2020




US$1,342,902,000

US718286BF38

2

USD Swap Rate*

60

7.500% Bonds due 9/25/2024***




US$509,559,000

US718286BC07

2

USD Swap Rate*










71

9.500% Bonds due 10/21/2024




US462,947,000

US718286AL15

3

USD Swap Rate*

96

10.625% Bonds due 3/16/2025




US$1,552,888,000

US718286AP29

3

USD Swap Rate*

100

9.500% Bonds due 2/2/2030




US$1,926,126,000

US718286AY36

3

USD Swap Rate*

117

7.750% Bonds due 1/14/2031




US$2,343,570,000

US718286BB24

3

USD Swap Rate*

111

6.375% Bonds due 1/15/2032




US$1,419,781,000

US718286BD89

3

USD Swap Rate*

110



















(1) Outstanding Principal Amount does not include amounts held by the Republic.

* Mid-market USD swap rates as displayed on Bloomberg screen IRSB18 as of the Price Determination Time (as defined herein), subject to linear interpolation to the final maturity date of the Bonds (or September 25, 2023 in the case of the 7.500% Bonds due 9/25/2024).

** Mid-market EUR swap rates as displayed on Bloomberg screen IRSB19 as of the Price Determination Time, subject to linear interpolation to the final maturity date of the Bonds.

*** Payment of the principal amount of this series of Bonds is due in three equal installments on September 26, 2022, September 25, 2023 and September 25, 2024.

The Republic intends to pay the aggregate Purchase Price (as defined herein) of the Bonds purchased pursuant to the Invitation and accrued interest and expenses to be borne by the Republic in connection with the Invitation from (1) certain investible funds from the Bureau of the Treasury of the Republic (the "Bureau of the Treasury Funds") and (2) the proceeds of a contemplated offering and sale by the Republic of one or more series of new bonds (the "New Bond Offering"). If any 8.750% Bonds due 10/7/2016 are purchased pursuant to the Invitation, these purchases will be made using only the proceeds from the New Bond Offering.

The Invitation is subject to certain conditions, including (1) the availability of the Bureau of the Treasury Funds and (2) the successful offering and sale by the Republic of one or more series of new bonds in the New Bond Offering (which is conditioned on, among others, the receipt of certain approvals of the Monetary Board of the Bangko Sentral ng Pilipinas, the central bank of the Republic, related to the New Bond Offering), each on terms and conditions acceptable to the Republic and collectively providing sufficient funds to pay the aggregate Purchase Price of the Bonds accepted for purchase by the Republic pursuant to the Invitation and accrued interest and expenses to be borne by the Republic pursuant to the Invitation (the "Financing Condition"). The Republic expects to announce whether the Financing Condition has been satisfied no later than 10:00 a.m., New York City time, on November 16, 2012 (such date, the "Announcement Date"), or as soon as practicable thereafter. In addition, notwithstanding any other provisions of the Invitation, the Invitation is conditioned on the absence of legal actions or proceedings affecting the legality or the timing of or imposing restrictions on the consummation of the Invitation and certain other conditions described in the Invitation for Offers.

The Invitation expires at 5:00 p.m., New York City time, on November 15, 2012 (such date and time, as it may be extended, the "Expiration Deadline"), unless the Republic, in its sole discretion, extends it or terminates it earlier. The right to withdraw an Offer will expire at 5:00 p.m., New York City time, on November 15, 2012. The Republic may, but will not be required to, extend withdrawal rights if it extends the Expiration Deadline.

No later than 10:00 a.m., New York City time, on the Announcement Date, or as soon as practicable thereafter, the Republic will announce whether the Financing Condition has been satisfied, the approximate principal amount (if any) of each series of Bonds expected to be purchased and the expected proration factors. The Reference Yield (as defined below) and the Purchase Price for each series of Bonds accepted for purchase will be determined at or around 11:00 a.m., New York City time, on the Announcement Date (such date and time, the "Price Determination Time"). As soon as practicable after the Price Determination Time, the Republic will announce, for each series of Bonds accepted for purchase, the principal amount accepted for purchase, the Reference Yield, the Purchase Price and any applicable proration factor. If the Invitation is consummated, the date on which the Republic pays for the Bonds being purchased pursuant to the Invitation (the "Settlement Date") is expected to be November 27, 2012, or as soon as practicable thereafter, subject to any extension of the Expiration Deadline.

If you hold Bonds and submit a valid Offer for those Bonds pursuant to the Invitation, and the Republic accepts your Offer, the Republic will, subject to proration and the conditions described in the Invitation for Offers, pay you, for each US$1,000 or €1,000, as the case may be, principal amount of each series of Bonds purchased from you:

  • an amount in cash in U.S. dollars or euros, as the case may be, (rounded to the nearest cent, with $0.005 or €0.005 being rounded up to a full cent) equal to the product of (x) US$1,000 or €1,000, as the case may be, times (y) a price (expressed as a percentage) intended to result in a yield to the final maturity of that series of Bonds (or, in the case of the 7.500% Bonds due 9/25/2024, a yield to September 25, 2023) as of the Settlement Date equal to the Reference Yield for that series of Bonds plus the Fixed Spread specified in the table above for that series of Bonds (the "Purchase Price"); and
  • an amount in cash in U.S. dollars or euros, as the case may be, equal to the accrued and unpaid interest on your Bonds accepted for purchase up to (but not including) the Settlement Date.

The Republic will pay you the Purchase Price and accrued interest in the currency in which the Bonds are denominated. Accordingly, if you hold U.S. dollar-denominated Bonds, you will receive the Purchase Price and accrued interest in U.S. dollars; and if you hold euro-denominated Bonds, you will receive the Purchase Price and accrued interest in euros.

The "Reference Yield" for each series of Bonds will be equal to the rate, expressed as a percentage and rounded to three decimal places (with 0.0005% rounded up to 0.001%), determined by the Dealer Managers through linear interpolation of the mid-market U.S. dollar or euro, as the case may be, interest rate swap rates for the maturities occurring immediately before and immediately after the final maturity date of that series of Bonds (or, in the case of the September 2024 Bonds, September 25, 2023) as displayed on Bloomberg screen IRSB18 for U.S. dollar-denominated bonds and Bloomberg screen IRSB19 for euro-denominated bonds as of the Price Determination Time.

The Republic intends to spend a maximum of US$1.5 billion (the "Maximum Cash Consideration") for the aggregate Purchase Price of and accrued interest on the Bonds purchased pursuant to the Invitation. The Republic reserves the right, in its sole and absolute discretion, to increase or decrease the Maximum Cash Consideration and to terminate the Invitation for any reason. Offers will be accepted in accordance with, and in the order of, the Acceptance Priority Levels set forth in the table above. If the Maximum Cash Consideration is not adequate to purchase all of the Bonds offered in an Acceptance Priority Level, the Republic will determine which series of Bonds with that Acceptance Priority Level it will accept for purchase and may select one or more series of Bonds with that Acceptance Priority Level to be prorated on the basis of the same or different proration factors, all in its sole and absolute discretion.

The information in this announcement is only a summary. You may request a copy of the Invitation for Offers by contacting the Tender and Information Agent or any of the Dealer Managers at the addresses and telephone numbers set forth below, or you may download the Invitation for Offers at the Invitation website: www.bondcom.com/rop.

This announcement is not an offer or a solicitation of offers. The Invitation is made solely by means of the Invitation for Offers. The Invitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction where an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Under no circumstances shall this notice constitute an offer to issue or the solicitation of an offer to buy or subscribe for securities in the Grand Duchy of Luxembourg.


The Tender and Information Agent for the Invitation is:

Bondholder Communications Group, LLC
Attention: Ruth Perez
E-mail: rperez@bondcom.com
Website: www.bondcom.com/rop

In New York:


In London:

30 Broad Street, 46th Floor


28 Throgmorton Street, 1st Floor

New York, New York 10004


London EC2N 2AN

United States of America


United Kingdom

Telephone: +1 646 470 2802


Telephone: +44 20 7382 4580



Fax: +44 20 7067 9239





The Dealer Managers for the Invitation are:





Citigroup Global Markets Inc.
Attention: Liability Management Group
390 Greenwich Street, 1st Floor
New York, New York 10013
United States of America
Toll-free: +1 800 558 3745
Collect: +1 212 723 6108

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
United States of America
Call Collect (212) 538-2147
or
Call Toll Free (800) 820-1653
Attn: Liability Management Group

Deutsche Bank Securities Inc.
Attention: Debt Capital Markets
Syndicate Desk
60 Wall Street
New York, New York 10005
United States of America
Telephone:
NY: +1 212 250 7527
London: +44 207 545 8011
Singapore: +65 6423 5342







Goldman Sachs (Asia) L.L.C.
Attention: Credit Capital Markets
68/F, Cheung Kong Center
2 Queen's Road Central
Hong Kong
Tel: +852 2978 6659
Fax: +852 2978 0440
c/o:
Liability Management Group
200 West Street
New York, New York 10282
United States of America
Toll-free: +1 800 828 3182
Collect: +1 212 902 5183

The Hongkong and Shanghai Banking Corporation Limited
Level 17, HSBC Main Building
1 Queen's Road Central
Hong Kong
Telephone: +852 2822 4100 (Hong Kong)
Telephone: +44 20 7991 5874 (London)
Telephone: +1 212 525 0866 (U.S.)
Fax: +852 3409 1482
E-mail: liability.management@hsbcib.com  

J.P. Morgan Securities LLC
Attention: Debt Syndicate Desk
383 Madison Avenue, 3rd Floor
New York, New York 10179
United States of America
Telephone: +1 212 834 4533

c/o:
Asia Debt Syndicate Desk
26/F, Chater House
8 Connaught Road, Central
Hong Kong
Telephone: +852 2800 8007
Fax: +852 2167 8637







Morgan Stanley & Co. LLC
1585 Broadway | Floor 04
New York, New York 10036
United States of America
Attn: Liability Management Group
U.S. Toll Free: +1 800 624 1808
Collect: +1 212 761 1057

Standard Chartered Bank
Attention: Capital Markets
Marina Bay Financial Centre, Tower 1
8 Marina Boulevard, Level 20
Singapore 018981
Telephone: +65 6324 1740 (Singapore)
Telephone: +44 207 885 5739 (London)
Fax: +65 6535 1931
E-mail: Primary.Debt@sc.com

UBS AG, Hong Kong Branch
Attention: Liability Management Group
52/F, Two International Finance Center
8 Finance Street
Hong Kong
Telephone: +852 2971 7238 (Hong Kong)
Telephone: +1 203 719 4210 (U.S.)
Telephone: +44 20 7567 0525 (London)
E-mail: OL-Liability-Management@ubs.com  




SOURCE Republic of the Philippines



RELATED LINKS
http://www.bondcom.com/rop

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