The Dominican Republic Announces Pricing Of New Notes Offering And Aggregate Principal Amount Of Tenders Accepted For Purchase
SANTO DOMINGO, Dominican Republic, June 9, 2021 /PRNewswire/ -- The Dominican Republic (the "Republic") announced today the aggregate principal amount of each series of outstanding DOP-denominated, Dominican law-governed notes listed in the table below (collectively, the "Existing Local Notes" and each, a "series" of Existing Local Notes), including Existing Local Notes in the form of Global Depositary Notes (the "Existing GDNs" and, together with the Existing Local Notes, the "Existing Notes" and each, a "series" of Existing GDNs or Existing Notes, as applicable), issued by Citibank, N.A., as GDN Depositary (the "GDN Depositary") that has been validly tendered and accepted for purchase pursuant to its previously announced offer to purchase for cash (the "Offer") the Existing Notes from each holder or beneficial owner (each, a "Holder" and, collectively, the "Holders"), subject to the terms and conditions set forth in the offer document dated May 26, 2021 (the "Offer Document"). The Offer expired as scheduled at 5:00 p.m. (New York City time) on June 7, 2021. Capitalized terms used but not defined in this announcement have the meanings specified in the Offer Document.
Holders of Existing Notes validly tendered and accepted for purchase by the Republic will received the total of the fixed price per DOP1,000 principal amount indicated in the rightmost column in the table below (the "Purchase Price") plus accrued and unpaid interest on such Existing Notes up to, but excluding, the Existing Local Notes Settlement Date or Existing GDNs Settlement Date (in each case, as defined below), as applicable ("Accrued Interest").
The Maximum Purchase Price for all Existing Notes accepted for purchase is DOP105,376,806,905. The Tendered Aggregate Purchase Price of the Existing Notes validly tendered is DOP105,376,806,905. Since the Tendered Aggregate Purchase Price does not exceed the Maximum Purchase Price, all Existing Notes validly tendered pursuant to the Offer have been accepted for purchase, and, accordingly, there will be no proration.
Title of Existing Notes |
ISIN CUSIP |
Aggregate Principal |
Aggregate Principal |
Aggregate Principal |
Purchase Price(2) |
16.950% DOP-Denominated |
DO1005241125 / N/A
|
DOP6,927,300,000 |
DOP6,927,300,000 |
DOP5,072,700,000 |
DOP1,082.44 |
GDNs representing 16.950% DOP-Denominated Notes due February 2022(3) |
144A: US25714PBN78 / Reg S: US25714PBP27 / |
||||
10.375% DOP-Denominated Notes due March 2022 |
DO1005204719 / N/A |
DOP7,294,500,000 |
DOP7,294,500,000 |
DOP6,205,500,000 |
DOP1,042.08 |
GDNs representing 10.375% DOP-Denominated Notes due March 2022(3) |
144A: US25714WAE30 / Reg S: XS1203837528 / N/A |
||||
14.500% DOP-Denominated Notes due February 2023 |
DO1005250928 / N/A |
DOP6,558,600,000 |
DOP6,558,600,000 |
DOP3,089,400,000 |
DOP1,127.94 |
GDNs representing14.500% DOP-Denominated Notes due February 2023(3) |
144A: US25714PBW77 / Reg S: XS0900687681 / N/A |
||||
10.500% DOP-Denominated Notes due April 2023 |
DO1005205914 / N/A |
DOP8,666,300,000 |
DOP8,666,300,000 |
DOP23,205,000,000 |
DOP1,079.48 |
GDNs representing 10.500% DOP-Denominated Notes due April 2023(3) |
144A: US25714WBB81 / 144A: Reg S: XS1597325098 / N/A |
||||
10.250% DOP-Denominated Notes due January 2024 |
DO1005206623 / N/A |
DOP2,975,700,000 |
DOP2,975,700,000 |
DOP7,924,300,000 |
DOP1,088.64 |
GDNs representing 10.250% DOP-Denominated Notes due January 2024(3) |
144A: US25714WBF95 / Reg S: XS1936097911 / N/A |
||||
11.500% DOP-Denominated Notes due May 2024 |
DO1005204214 / N/A |
DOP5,729,000,000 |
DOP5,729,000,000 |
DOP14,885,000,000 |
DOP1,133.86 |
GDNs representing 11.500% DOP-Denominated Notes due May 2024(3) |
144A: US25714PCM86 / Reg S: XS1084826483 / N/A |
||||
10.875% DOP-Denominated Notes due January 2026 |
DO1005205112 / N/A |
DOP10,761,900,000 |
DOP10,761,900,000 |
DOP9,238,100,000 |
DOP1,169.87 |
GDNs representing 10.875% DOP-Denominated Notes due January 2026(3) |
144A: US25714PDK12 / Reg S: XS1355504181 / N/A |
||||
10.375% DOP-Denominated Notes due March 2026 |
DO1005205013 / N/A |
DOP4,763,600,000 |
DOP4,763,600,000 |
DOP7,236,400,000 |
DOP1,132.45 |
GDNs representing 10.375% DOP-Denominated Notes due March 2026(3) |
144A: US25714WAF05 / Reg S: XS1243876551 / N/A |
||||
11.000% DOP-Denominated Notes due November 2026 |
DO1005205310 / N/A |
DOP12,242,400,000 |
DOP12,242,400,000 |
DOP7,757,600,000 |
DOP1,182.63 |
GDNs representing 11.000% DOP-Denominated Notes due November 2026(3) |
144A: US25714WAG87 / Reg S: XS1410454406 / N/A |
||||
11.000% DOP-Denominated Notes due December 2026 |
DO1005205419 / N/A |
DOP8,837,800,000 |
DOP8,837,800,000 |
DOP7,162,200,000 |
DOP1,176.84 |
GDNs representing 11.000% DOP-Denominated Notes due December 2026(3) |
144A: US25714WAL72 / Reg S: XS1433115893 / N/A |
||||
11.250% DOP-Denominated Notes due February 2027 |
DO1005205617 / N/A |
DOP17,670,000,000 |
DOP17,670,000,000 |
DOP10,035,000,000 |
DOP1,184.23 |
GDNs representing 11.250% DOP-Denominated Notes due February 2027(3) |
144A: US25714PDR64 / Reg S: XS1514991048 / N/A |
________________
(1) |
Information regarding the aggregate principle amount of Existing Local Notes and Existing GDNs tendered is based on information received from CEVALDOM, Deposito |
(2) |
Per DOP1,000 principal amount of the Existing Local Notes and Existing GDNs, in each case, validly tendered and accepted for purchase. Holders whose Existing Notes |
(3) |
Issued by the GDN Depositary and payable in U.S. dollars as described in the Offer Document. Each Existing GDN represents DOP100,000 nominal amount of the |
The Republic also announced the pricing of DOP35,314,500,000 new 8.000% DOP-denominated notes due 2028 and DOP81,441,800,000 new 8.625% DOP-denominated notes due 2031 (together the "New Notes Offering"). The Offer is conditioned, among other things, on the concurrent (or earlier) closing of the New Notes Offering. The Republic intends to use the net proceeds from the New Notes Offering to purchase the Existing Notes accepted for purchase. The New Notes Offering was made solely by means of an offering memorandum relating to the New Notes Offering, and neither this announcement nor the Offer Document constitutes an offer to sell or the solicitation of an offer to buy such new notes.
The Purchase Price applicable for each series of Existing GDNs will be payable in U.S. dollars by converting the applicable DOP amounts to U.S. dollars based on an exchange rate of Ps.56.996 per US$1.00, which corresponds to the Representative Market Rate (as described in the Offer Document) at 5:00 p.m. (New York City time) on Monday, June 7, 2021.
The settlement of validly tendered and accepted Existing Local Notes is expected to occur on Friday, June 11, 2021, subject to change without notice (the "Existing Local Notes Settlement Date"). The settlement of validly tendered and accepted Existing GDNs is expected to occur on Monday, June 14, 2021, subject to change without notice (the "Existing GDNs Settlement Date"). Holders of validly tendered and accepted Existing Notes will be entitled to receive for such Existing Notes the applicable Purchase Price and Accrued Interest, which will be paid on the Existing Local Notes Settlement Date or Existing GDNs Settlement Date, as applicable, if the conditions of the Offer are met.
The Offer Document may be downloaded from the website of Global Bondholder Services Corporation (the "Tender and Information Agent") at https://www.gbsc-usa.com/dominican/ or obtained from the Tender and Information Agent or from any of the Dealer Managers at the contact information below. Questions regarding the Offer may be directed to the Dealer Managers at the below contact information.
The Dealer Managers for the Offer are:
Citigroup Global Markets Inc. 388 Greenwich Street, Floor 7 New York, New York 10013 United States of America Attn: Liability Management Group Collect: +1 (212) 723-6106 Toll-Free: +1 (800) 558-3745 In the Dominican Republic: +1-809-473-2428 Email: [email protected]
|
J.P. Morgan Securities LLC New York, New York 10179 Collect: +1 (212) 834-7279
|
The Tender and Information Agent for the Existing GDNs is:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
United States of America
Attn: Corporate Actions
Banks and Brokers call: +1 (212) 430-3774
Toll free +1 (866) 470-3900
Email: [email protected]
Offer Website: https://www.gbsc-usa.com/dominican/
By facsimile:
(For Eligible Institutions only):
+1 (212) 430-3775/3779
Confirmation:
+1 (212) 430-3774
By Mail: |
By Overnight Courier: |
By Hand: |
65 Broadway – Suite 404 New York, New York 10006 United States of America |
65 Broadway – Suite 404 New York, New York 10006 United States of America |
65 Broadway – Suite 404 New York, New York 10006 United States of America |
Important Notice
This announcement is for informational purposes only. It is not complete and may not contain all the information that you should consider before tendering Existing Notes. You should read the entire Offer Document.
This announcement is not an offer to purchase for cash or a solicitation of invitations for offers to purchase for cash any Existing Notes. The distribution of materials relating to the Offer and the transactions contemplated thereby may be restricted by law in certain jurisdictions. The Offer is being made only by the Offer Document and in those jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where it is prohibited. If materials relating to 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 the Republic 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 Offer, including this announcement, 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. This announcement and the Offer Document do not constitute an offer to buy or a solicitation of an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Managers or such affiliates on behalf of the Republic.
SOURCE The Dominican Republic
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