The Republic of Ecuador Amends Consent Solicitations

QUITO, Ecuador, April 14, 2020 /PRNewswire/ -- The Republic of Ecuador ("Ecuador") announced today that it has amended the terms of its previously announced consent solicitations relating to its outstanding securities subject to such consent solicitations (the "Securities") in response to constructive input from a group of institutional investors represented by White & Case LLP holding in aggregate in excess of 25% of the Securities.  The amended terms seek to address certain concerns relating to the 4.625% Notes due 2020 issued by La Empresa Pública de Exploración y Explotación de Hidrocarburos Petroamazonas EP ("PAM"), and guaranteed by Ecuador (the "PAM notes") and the 7.25% Social Housing Notes due 2035 issued by Ecuador (the "Social Housing notes"). With these amendments, the members of such group have indicated that they intend to support the consent solicitations.

The principal changes to Ecuador's original consent solicitations are:

(1) to modify the proposed amendment to the cross default provision under each series of Securities pursuant to the consent solicitations so that the carve-out of the cross-default provision relating to the PAM notes, if adopted, will remain in effect if a consent solicitation proposing amendments to the PAM notes is announced by May 4, 2020, and only until the proposed amendments to the PAM notes become effective; and

(2) to modify the proposed amendment to the cross default provision under each series of Securities pursuant to the consent solicitations so that the carve-out of the cross-default provision relating to the Social Housing notes, if adopted, will remain in effect if a consent solicitation proposing amendments the Social Housing notes is announced by July 20, 2020, and only until the proposed amendments to the Social Housing notes become effective.

If PAM does not announce a consent solicitation for the PAM notes or Ecuador does not announce a consent solicitation for the Social Housing notes by the respective dates, or if PAM and/or Ecuador are successful in obtaining the respective requisite consents for the amendments for each series of Securities, the cross-default provisions in the Securities as they relate to the PAM notes and/or the Social Housing notes, as applicable, will revert to the original cross-default protections set forth in the original indentures governing the respective series of Securities.

Except as described in this communication, the terms of the consent solicitations remain unchanged.  Ecuador will not permit revocations of consents that have been delivered prior to the date hereof nor will Ecuador extend the expiration date of the consent solicitations. The expiration time for the Consent Solicitation remains 5:00 p.m., New York City time, on April 17, 2020.

Ecuador reserves its rights to waive or further modify any term of, or terminate, the consent solicitations at any time and in its sole discretion. 

* * *

This announcement is for informational purposes only and is not a solicitation of consents of any holders of Securities. The solicitation of consents of holders of Securities is only being made pursuant to the Amended and Restated Consent Solicitation Statements. Holders of Securities should read the Amended and Restated Consent Solicitation Statements carefully prior to making any decision with respect to providing its consent because it contains important information.

We have not registered the consent solicitations or the Securities under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The consents may not be 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 (1) from holders of the Securities that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act, and (2) outside the United States, to holders of Securities other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and who are not consenting for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act.  Only holders of Securities who have returned a duly completed eligibility letter (available on the website of the Information and Tabulation Agent, at https://gbsc-usa.com/eligibility/ecuador) certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Amended and Restated Consent Solicitation Statements and to participate in the consent solicitations.

Citigroup Global Markets Inc. is the Consent Solicitation Agent in connection with the consent solicitations. Global Bondholder Services Corporation is the Information and Tabulation Agent in connection with the consent solicitations. Lazard Frères is acting as Financial Advisor to Ecuador in connection with the consent solicitations.

NONE OF THE CONSENT SOLICITATION AGENT, THE TRUSTEE, THE INFORMATION AND TABULATION AGENT, THE FINANCIAL ADVISOR NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD DELIVER CONSENTS TO THE PROPOSED AMENDMENTS PURSUANT TO THE CONSENT SOLICITATIONS, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. EACH HOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER TO GIVE A CONSENT.

The Amended and Restated Consent Solicitation Statements will be available from the Information and Tabulation Agent.

The Information and Tabulation Agent for the Consent Solicitation is:

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:
(For Eligible Institutions only): (212) 430-3775/3779
Confirmation: (212) 430-3774
Email: [email protected]

Any questions regarding the terms of the consent solicitations should be directed to the Consent Solicitation Agent or the Information and Tabulation Agent at their respective addresses and telephone numbers set forth on this communication. If you have any questions about how to deliver a consent in the consent solicitations, you should contact the Information and Tabulation Agent. Requests for additional copies of the Amended and Restated Consent Solicitation Statements, the eligibility letter or any other related documents may also be directed to the Information and Tabulation Agent.

The Consent Solicitation Agent for the Consent Solicitation is:|

Citigroup Global Markets Inc.
390 Greenwich St, 1st Floor
New York, NY 10013
Attention: Liability Management Group
U.S. Toll-free: +1-800-558-3745
Collect: +1-212-723-6106|

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The Republic of Ecuador

Ministry of Economy and Finance
Av. Amazonas entre Pereira y Unión Nacional de Periodistas 
Plataforma Gubernamental de Gestión Financiera, Pisos 10 y 11, 
Quito, Ecuador

(Financial Advisor to the Republic of Ecuador)

Lazard Frères
121 Boulevard Haussmann
75008, Paris

SOURCE The Republic of Ecuador

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