Republic of Paraguay - Announces Expiration of Cash Tender Offer for Existing Bonds

ASUNCIÓN, Paraguay, Feb. 25, 2025 /PRNewswire/ -- The Republic of Paraguay ("Paraguay") announced today the aggregate principal amount of each series of the bonds listed in the table below (collectively, the "Existing Bonds") that has been validly tendered for purchase pursuant to its previously announced offer to purchase for cash (the "Offer") the Existing Bonds from each registered holder (each, a "Holder" and, collectively, the "Holders"), subject to the terms and conditions set forth in the offer document dated February 18, 2025 (the "Offer Document"). The Offer expired as scheduled at 5:00 p.m. (New York City time) on February 24, 2025. Capitalized terms not defined in this announcement have the meanings specified in the Offer Document.

The following table indicates the aggregate principal amount of each series of Existing Bonds that have been validly tendered pursuant to the Offer.

The Offer is conditioned, among other things, on the concurrent (or earlier) closing of one or more series of new global bonds (the "New Bonds"), in an aggregate principal amount sufficient to fund the Offer, with pricing and on terms and conditions acceptable to Paraguay in its sole discretion (the "New Bonds Offerings"). The New Bonds Offerings are being made solely by means of the offering memoranda relating to the offering of the New Bonds, and neither this announcement nor the Offer Document constitutes an offer to sell or the solicitation of an offer to buy the New Bonds.

In addition, Paraguay announced that it has changed the expected date for the settlement of validly tendered and accepted Existing Bonds, which is now expected to occur on March 4, 2025, subject to change without notice (the "Settlement Date"). Holders of validly tendered and accepted Existing Bonds will be entitled to receive for such Existing Bonds the applicable Purchase Price and Accrued Interest if the conditions of the Offer are met.

At or about 5:00 p.m. (New York City time) today, subject to change without notice, Paraguay expects to announce: (i) the Maximum Purchase Price for each series; (ii) the Tendered Aggregate Purchase Price, for each series (iii) the aggregate principal amount of Tenders of each series of the Existing Bonds that have been accepted; and (iv) any proration of Tenders of the Existing Bonds. Such announcement may be conditioned on the consummation of the New Bonds Offerings.

Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. acted as Dealer Managers (the "Dealer Managers") for the Offer. Global Bondholder Services Corporation is the depositary agent and the information agent in connection with the Offer (the "Tender and Information Agent"), and questions regarding the Offer may be directed to the Tender and Information Agent or any of the Dealer Managers using the contact information below:

Important Notice

The New Bonds Offerings will be made solely by means of the offering memoranda relating to those offerings.  Before you invest, you should read the offering memoranda for more complete information about Paraguay and such offerings.  You may not participate in the New Bonds Offerings unless you have received and reviewed the applicable offering memoranda related to those offerings, and not in reliance on, or on the basis of, this announcement.  The New Bonds will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act, and will not be registered under the Securities Act or the securities laws of any other jurisdiction.

This announcement is not an offer to purchase or a solicitation of an offer to sell the Existing Bonds. The Offer will be made only by and pursuant to the terms of the Offer Document, as may be amended or supplemented from time to time.

The distribution of materials relating to the New Bonds Offerings and the Offer, and the transactions contemplated by the New Bonds Offerings and Offer, may be restricted by law in certain jurisdictions.  Each of the New Bonds Offerings and the Offer is made only in those jurisdictions where it is legal to do so. The New Bonds Offerings and the Offer are void in all jurisdictions where they are prohibited. If materials relating to the New Bonds Offerings or 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 Paraguay 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 New Bonds Offerings and the 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 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 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 Offer in accordance with the terms thereof are referred to as "holders."

Stabilization/FCA

In relation to each Member State of the European Economic Area and the United Kingdom, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129.

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom. This announcement is only being distributed to and is only directed: at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any New Bonds will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

SOURCE Republic of Paraguay