Ecuador Social Bond S.à r.l Announces Successful Results of its Consent Solicitation

LUXEMBOURG, Aug. 7, 2020 /PRNewswire/ -- Ecuador Social Bond S.à r.l (the "Company") announced today that it has received the Requisite Consents (as defined below) from holders ("Holders") of the 2.60% Class A Social Notes due 2035 (the "Class A Notes") and the Zero Coupon Class B Social Notes due 2035 (the "Class B Notes"; together with the Class A Notes, individually, a "S.à r.l Note" and collectively, the "S.à r.l Notes"), in each case issued pursuant to the trust indenture dated as of January 30, 2020 (the "S.à r.l Notes Indenture"), in connection with its consent solicitation announced on July 28, 2020 (the "Consent Solicitation").  The terms and conditions of the Consent Solicitation are set forth in the consent solicitation statement dated July 28, 2020 (as amended, the "Consent Solicitation Statement").  Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Consent Solicitation Statement.

The Consent Solicitation was made in connection with the solicitation by the Republic of Ecuador (the "Republic") of the consent by the Company to certain modifications (the "Ecuador Social Bond Modifications") to the Republic's U.S.$400,000,000 7.25% Social Housing Bonds due 2035 (the "Ecuador Social Bonds") and the indenture governing such bonds.  Pursuant to the S.à r.l Notes Indenture, we are permitted to consent to the Ecuador Social Bond Modifications only at the direction of Holders of a majority of the Note Balance (as defined below) as of the expiration of the Consent Solicitation (the "Requisite Consents"). 

The Consent Solicitation expired at 5:00 p.m., Central European Summer Time (11:00 a.m., New York City time), on August 6, 2020.   The "Note Balance" outstanding for each series of S.à r.l Notes and for which consents were given are set forth in the table below.

No consent fee will be paid to Holders of S.à r.l Notes in connection with the Consent Solicitation.

Having received the Requisite Consents, the Company is authorized to give its consent to the Ecuador Social Bond Modifications, and the Company has given its consent. 

Identifiers for the S.à r.l Notes consist of ISINs:

• Class A Notes: XS2106052827 / XS2106052405; and
• Class B Notes: XS2106053635 / XS2106053551.

This announcement is for informational purposes only and is not a solicitation of consents of any Holders of S.à r.l Notes.  We had not registered the Consent Solicitation or the S.à r.l Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The Consents were not solicited in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Consents are being solicited only from holders of the S.à r.l Notes that are (1) "qualified institutional buyers" as defined in Rule 144A under the Securities Act, (2) "institutional accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, and (3) outside the United States, in compliance with Regulation S under the Securities Act.

In connection with this Consent Solicitation, Citigroup Global Markets Inc. has acted as Consent Solicitation Agent (the "Consent Solicitation Agent") and Global Bondholder Services Corporation has acted as Information and Tabulation Agent (the "Information and Tabulation Agent").

For the avoidance of doubt, the proposed Ecuador Social Bond Modifications were not proposed by us, the trustee of the S.à r.l Notes Indenture, the Consent Solicitation Agent or the Information and Tabulation Agent.

The proposed Ecuador Social Bond Modifications were proposed by the Republic in connection with its Ecuador Social Bonds. Because we are the 100% holder of the Ecuador Social Bonds, the Republic requested our consent in the Ecuador Social Bond Consent.

None of the Company, the Consent Solicitation Agent, the trustee of the S.à r.l Notes Indenture, the Information and Tabulation Agent, or any of their respective directors, employees, affiliates, agents or representatives made any recommendation as to whether Holders should deliver Consents pursuant to the Consent Solicitation, and no one had been authorized by any of them to make such a recommendation.

The Consent Solicitation Statement is available from the Information and Tabulation Agent.

The Information and Tabulation Agent for the Consent Solicitation
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll free: (866)-470-3800

By facsimile:
(212) 430-3775/3779

Confirmation:
(212) 430-3774

Email: [email protected]

If you have any questions about the Consent Solicitation,, you should contact Citigroup Global Markets Inc. or Global Bondholder Services Corporation at their respective addresses and telephone numbers. Requests for copies of the Consent Solicitation Statement may be directed to the Information and Tabulation Agent.

The Consent Solicitation Agent
Citigroup Global Markets Inc.
388 Greenwich Street, 7th Floor
New York, New York 10013
Attn: Liability Management Group
Toll Free:+1-800-558-3745
Collect: +1-212- 723-6106

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Ecuador Social Bond S.à r.l.
    c/o TMF Luxembourg S.A.
46A, Avenue J.F. Kennedy,
L-1855 Luxembourg
Tel: +352 42 71 711
Attention: the Board of Managers

SOURCE Ecuador Social Bond S.à r.l