The Commonwealth of The Bahamas Announces the Final Results of its Offer to Purchase for Cash 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, Nov. 15, 2024 /PRNewswire/ -- The Commonwealth of The Bahamas (the "Government") announces today the final results of its offer (the "Offer") to holders (the "Noteholders") of its outstanding series of notes listed in the table below (each a "Series" and collectively, the "Notes") to purchase for cash up to an aggregate consideration amount, with respect to all Series, of U.S.$210,000,000 (the "Maximum Aggregate Consideration Amount"), excluding accrued but unpaid interest, which will also be paid on the Notes accepted for purchase pursuant to the Offer. The Offer was made pursuant to a modified Dutch auction procedure on the terms and subject to the satisfaction of the Financing Condition (as defined below) and the other conditions set forth in the offer to purchase dated November 7, 2024 (the "Offer to Purchase").

The Government has, pursuant to the terms set forth in the Offer to Purchase, increased the Maximum Aggregate Consideration Amount to U.S.$215,687,367.50 (excluding accrued but unpaid interest, which will also be paid on the Notes accepted for purchase).

Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase, which is available via the Transaction Website for the Offer at: https://projects.sodali.com/bahamas, subject to eligibility confirmation and registration.

Final Results

The table below sets forth information with respect to the Notes that were validly tendered at or prior to 5:00 p.m. New York City Time on November 14, 2024 (the "Expiration Deadline") and the final amounts the Government will accept for purchase pursuant to the Offer, subject to the satisfaction of the Financing Condition on or prior to November 25, 2024 (the "Settlement Date") and the other conditions set forth in the Offer to Purchase. The Offer expired at the Expiration Deadline and no further Notes may be tendered for purchase pursuant to the Offer.

Since the Maximum Aggregate Consideration Amount is sufficient to purchase only some, but not all, of the validly tendered Notes, the Government exercised its right to allocate acceptances of validly tendered Notes between each of the Series in its sole and absolute discretion and as specified in the table below.

The proration of tendered Notes was required in relation to the 2032 Notes (as defined in the table below). The Government calculated the relevant proration factor in relation to the 2032 Notes pursuant to the terms of the Offer to Purchase, as detailed in the table below. Therefore, the sum of each Noteholder's validly tendered 2032 Notes accepted for purchase by the Government was determined by multiplying each Noteholder's tender of 2032 Notes subject to proration by the proration factor specified in the table below and making downward adjustments to the nearest Authorized Denomination. If application of proration resulted in either (i) the relevant Noteholder transferring 2032 Notes to the Government in a principal amount of less than the minimum Authorized Denomination or (ii) 2032 Notes in a principal amount of less than the minimum Authorized Denomination being returned to a Noteholder, the Government, in its sole and absolute discretion, rejected all of such Noteholder's validly tendered 2032 Notes. 2032 Notes not accepted for purchase as a result of proration will be returned to the relevant Noteholder on the Settlement Date.

Maximum Aggregate Consideration Amount Applicable to the Offer:
U.S.$215,687,367.50

1. The 2028 Notes, the 9.000% 2029 Notes, the 6.950% 2029 Notes, the 2032 Notes and the 2038 Notes are admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The 2033 Notes are admitted to trading on the Luxembourg Stock Exchange.
2. Per U.S.$1,000 principal amount of the Notes. The Government will also pay an amount equal to interest accrued and unpaid on the Notes accepted for purchase pursuant to the Offer, from (and including) the interest payment date for such Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date.

Tender Offer Consideration

The tender offer consideration that the Government will pay to Noteholders for the Notes tendered in the Offer and accepted for purchase, with respect to each Series, will be a cash amount (rounded to the nearest U.S.$0.01, with half a cent rounded upwards) equal to the sum of: (i) the product of (a) the aggregate principal amount accepted by it for purchase and (b) the relevant Purchase Price listed in the table above (as determined pursuant to the modified Dutch auction procedure as specified in the Offer to Purchase) divided by U.S.$1,000; and (ii) the Accrued Interest Payment of the relevant Series (in aggregate, across all Series, the "Tender Offer Consideration").

Payment of Tender Offer Consideration

Payment of the Tender Offer Consideration for the relevant Series of Notes accepted for purchase pursuant to the Offer is expected to be made on the Settlement Date, as described in the Offer to Purchase, subject to the satisfaction of the Financing Condition and the other conditions set forth in the Offer to Purchase.

Conditions to the Offer

Whether the Government will purchase Notes validly tendered in the Offer is subject to the satisfaction or waiver of certain conditions (unless such conditions are waived by the Government, in its sole and absolute discretion), which are more fully described in the Offer to Purchase, including, among others, the disbursement of a loan on or prior to the Settlement Date under the Government's senior unsecured term facility, dated November 7, 2024, with Standard Chartered Bank as the lender (the "Facility"), in an amount and on terms acceptable to the Government, and satisfaction or waiver of any conditions precedent to such loan (as determined by the Government, in its sole and absolute discretion) (the "Financing Condition").

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.

Further Information
Standard Chartered Bank serves as the dealer manager (the "Dealer Manager") and Sodali & Co serves as the information and tender agent (the "Information and Tender Agent") in connection with the Offer.

Questions regarding the terms of the Offer may be directed to the Dealer Manager by email at: [email protected]. Questions regarding the tender of the Notes may be directed to the Information and Tender Agent by e-mail to [email protected] or by telephone at +1 203 658 9457 (U.S.) or +44 20 4513 6933 (UK).

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; and (vi) 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