The Commonwealth of The Bahamas Announces Amounts Tendered as of Expiration of Cash Tender Offer for Six Series of its Notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

NASSAU, Bahamas, June 17, 2025 /PRNewswire/ -- The Commonwealth of the Bahamas (the "Government") announced today the aggregate principal amount of each series of the notes listed in the table below (collectively, the "Notes") that has been validly tendered for purchase as of the Expiration Time pursuant to its previously announced offer to purchase for cash (the "Offer") the Notes from each registered holder or beneficial owner (each, a "Holder" and, collectively, the "Holders"), subject to the terms and conditions set forth in the offer to purchase dated June 9, 2025 (the "Offer to Purchase"). The Offer expired as scheduled at 5:00 p.m. (New York City time) on June 16, 2025. Capitalized terms not defined in this announcement have the meanings specified in the Offer to Purchase.

The following table indicates the aggregate principal amount of each series of Notes that has been validly tendered (and not validly withdrawn) pursuant to the Offer as of the Expiration Time.

The Offer is conditioned, among other things, on the concurrent (or earlier) closing of one or more series of new global notes (the "New Notes"), in an aggregate principal amount sufficient to fund the Offer, with pricing and on terms and conditions acceptable to the Government in its sole discretion (the "New Notes Offering"). The Government also announced that, subject to the satisfaction of this New Notes Offering condition, it intends to accept all bonds tendered for the 6.00% Notes due 2028, the 9.000% Notes due 2029, the 6.950% Notes due 2029, the 8.950% Notes due 2032, the 6.625% Notes due 2033, and the 7.125% Notes due 2038. The New Notes Offering is being made solely by means of the offering memorandum relating to the offering of the New Notes, and neither this announcement nor the Offer to Purchase constitutes an offer to sell or the solicitation of an offer to buy the New Notes.

The settlement of the Offer is expected to occur on June 24, 2025, subject to change without notice (the "Settlement Date"). Holders of validly tendered and accepted Notes will be entitled to receive for such Notes the applicable Purchase Price and Accrued Interest, if any, 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, the Government expects to announce: (i) its decision of whether to accept (subject to satisfaction or waiver of the conditions to the Offer, including the closing of the New Notes Offering, on or prior to the Settlement Date) valid Tenders of Notes pursuant to the Offer and, if so accepted; (ii) the Maximum Purchase Price for each series; (iii) the Tendered Aggregate Purchase Price for each series; (iv) the aggregate principal amount of Tenders of each series of the Notes that have been accepted; and (v) for any series that the Government accepts only a portion of the tendered Notes, the proration factor for such series. Such announcement may be conditioned on the consummation of the New Notes Offering. The Government reserves the right, in its sole discretion, not to accept any offers to tender Notes for any reason.

Sodali & Co Ltd. is the information and tender agent in connection with the Offer (the "Information and Tender Agent"), and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and CIBC World Markets Corp. are acting as Dealer Managers (the "Dealer Managers") for the Offer. The Offer to Purchase and other announcements may be downloaded from the Information and Tender Agent's Transaction Website, https://projects.sodali.com/bahamas, subject to eligibility confirmation and registration, or obtained from the Information and Tender Agent at the contact below:

Holders may also contact the Dealer Managers at the telephone numbers provided below for information concerning the Offer.

Co-Dealer Manager

CIBC World Markets Corp.

Disclaimer
This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Offer to Purchase, and are subject to certain legal restrictions more fully described therein.

Certain Legal Restrictions

The New Notes Offering will be made solely by means of the offering memorandum relating to that offering. Before you invest, you should read the offering memorandum for more complete information about the Government and the New Notes Offering. You may not participate in the New Notes Offering unless you have received and reviewed the offering memorandum for the New Notes Offering. Under no circumstances may you participate in the New Notes Offering in reliance on, or on the basis of, this announcement. The New Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), 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 Notes. The Offer will be made only by and pursuant to the terms of the Offer to Purchase, as may be amended or supplemented from time to time.

Neither this announcement nor the Offer to Purchase constitute an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Government, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. If a jurisdiction requires that 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 Offer shall be deemed to be made by such Dealer Manager or such affiliate on behalf of the Government in that jurisdiction.

In addition, each Holder participating in the Offer will also be deemed to give certain representations as set out in "Holders' Representations, Warranties and Undertakings" of the Offer to Purchase. Any Tender of Notes from a Holder that is unable to make these representations will not be accepted. Each of the Government, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any Tender of Notes pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Government determines (for any reason) that such representation is not correct, such Tender shall not be accepted. The acceptance of any Tender shall not be deemed to be a representation or a warranty by the Government, the Dealer Managers or the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates that it has undertaken any such investigation and/or that any such representation to any person underwriting any such Notes is correct.

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.

The communication of the Offer to Purchase and any other documents or materials relating to the Offer 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 Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA"). 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 be communicated to (l) those persons who are existing creditors of the Government within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Forward-Looking Statements
This announcement may contain forward-looking statements which represent the Government's expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. These statements are based on the Government's current plans, estimates, assumptions and projections. Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and the Government undertakes no obligation to update them in light of new information or future events, including changes in the Government's economic policy or budgeted expenditures, or to reflect the occurrence of unanticipated events. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Government to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: (i) the Government's financial condition, including its ability to increase revenues and reduce expenditures; (ii) declines in the tourism or financial services industries; (iii) extreme weather conditions, particularly hurricanes and tropical storms; (iv) difficult conditions in the Bahamian economy, as well as the global economy; (v) the fixed foreign exchange regime that is focused on maintaining parity with the U.S. dollar and requires the Government to maintain adequate levels of foreign currency reserves; (vi) adverse external factors, such as wars or international conflicts; (vii) public health crises and epidemics/pandemics and worldwide effects thereof; (viii) changes in diplomatic and trade relations, including tariffs, trade protection measures, import-export restrictions, trade embargoes and sanctions and other trade barriers; and (ix) other factors identified in the Offer to Purchase. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

SOURCE The Commonwealth of The Bahamas