Country for PR: United Kingdom
Contributor: PR Newswire Europe
Tuesday, June 11 2019 - 01:36
AsiaNet
The Republic of Ecuador Announces an Invitation for Offers to Tender for Cash Its 2020 Notes
QUITO, Ecuador, June 11, 2019 /PRNewswire-AsiaNet/ --

The Republic of Ecuador ("Ecuador") announced today the commencement of an 
invitation for each holder to submit offers (the "Offers") to tender for cash 
the notes set forth in the table below (collectively, the "Old Notes"), upon 
the terms and subject to the conditions described in the invitation dated June 
10, 2019 (the "Invitation"), subject to an aggregate amount not to exceed the 
proceeds received from the New Notes Offering (as defined below) (the 
"Aggregate Maximum Tender Amount"). The Invitation will be conditioned upon, 
among other things, the issuance and sale for cash of additional notes by 
Ecuador (collectively, the "New Notes," and the issuance and sale of the New 
Notes, the "New Notes Offering") (the "Financing Condition"), in an amount and 
on terms and conditions acceptable to Ecuador. Capitalized terms not defined in 
this communication have the meanings specified in the Invitation.

The Invitation is not conditioned upon any minimum participation of Old Notes. 
Acceptance of tenders of Old Notes may be subject to proration if the aggregate 
principal amount of Old Notes validly tendered and not validly withdrawn is 
greater than the Aggregate Maximum Tender Amount. Ecuador reserves the right, 
in its sole discretion, not to accept any or all Offers, to modify the Purchase 
Price (as set forth below) upon the terms and conditions described in the 
Invitation, to accept only a portion of Old Notes tendered in the event that 
the Aggregate Maximum Tender Amount is reached, or to terminate the Invitation 
for any reason.

The Invitation will begin on June 10, 2019 and, unless extended or earlier 
terminated, the Invitation and withdrawal rights will expire at 8:00 a.m., New 
York time on June 17, 2019 (the "Expiration Deadline" and the "Withdrawal 
Deadline"). The settlement of validly tendered and accepted Old Notes is 
scheduled to occur on June 18, 2019 (the "Settlement Date"). Ecuador reserves 
the right, in its sole discretion, to delay the Settlement Date without 
extending the Withdrawal Deadline. The following table sets forth certain terms 
of the Invitation:

Securities - 10.500% Notes due March 24, 2020 (the "Old Notes")
ISINs and Common Codes - Rule 144A ISIN: XS1199930329. Common Code: 119993032. 
Regulation S. ISIN: XS1199929826. Common Code: 119992982
Principal Amount Outstanding - U.S.$1,500,000,000
Purchase Price(1) - U.S.$1,060.00

(1) Offered as Purchase Price per each U.S.$1,000 principal amount of Old Notes 
validly tendered at or prior to the Expiration Deadline  and accepted for 
purchase. The Purchase Price does not include the applicable accrued and unpaid 
interest to (but excluding) the Settlement Date ("Accrued Interest").

Eligible holders of Old Notes must tender Old Notes by requesting that the 
direct participant through which the holder holds its Old Notes submit, at or 
prior to the Expiration Deadline, such holder's offer to tender their Old Notes 
by properly instructing Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream 
Banking Luxembourg, société anonyme ("Clearstream, Luxembourg", each a 
"Clearing System" and together the "Clearing Systems"), as applicable, in 
accordance with the procedures and deadlines established by the relevant 
Clearing System.  A separate Offer to tender must be completed on behalf of 
each beneficial owner. The acceptance of any Offers submitted to Euroclear or 
Clearstream, Luxembourg after the Expiration Deadline will be in the sole 
discretion of Ecuador. See "The Invitation— Procedures for Submitting Offers 
for Old Notes" in the Invitation. Old Notes tendered pursuant to the Invitation 
may only be withdrawn in accordance with the procedures specified under "The 
Invitation—Irrevocability; Withdrawal Rights" in the Invitation prior to the 
Withdrawal Deadline, but not thereafter. There is no letter of transmittal for 
the Invitation. 

Ecuador intends to use the proceeds from the New Notes Offering not otherwise 
used to purchase Old Notes tendered and purchased pursuant to the Invitation to 
redeem Old Notes in accordance with the optional redemption provisions of the 
indentures governing the Old Notes.

This announcement is not an offer to purchase or the solicitation of an offer 
to sell the Old Notes. The invitation for each holder to submit Offers is only 
being made pursuant to the Invitation. Holders of Old Notes should read the 
Invitation carefully prior to making any decision with respect to tendering Old 
Notes because it contains important information. Any offering of securities 
will only be made by an offering document and any such offering may not be 
registered with the U.S. Securities and Exchange Commission.

The distribution of materials relating to the Invitation, and the transactions 
contemplated by the Invitation, may be restricted by law in certain 
jurisdictions. The Invitation is made only in those jurisdictions where it is 
legal to do so. The Invitation is void in all jurisdictions where it is 
prohibited. If materials relating to the Invitation come into your possession, 
you are required to inform yourself of and to observe all of these 
restrictions. The materials relating to the Invitation 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. The Invitation does 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 Invitation 
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 Ecuador. See "Certain 
Legal Restrictions" and "Jurisdictional Restrictions" in the Invitation.

Ecuador will make (or cause to be made) all announcements regarding the 
Invitation by press release issued to an international news service, which is 
expected to be PR Newswire or another appropriate international news service, 
(the "News Service"), and will subsequently publish such announcement on the 
website of the Luxembourg Stock Exchange (www.bourse.lu).

NONE OF ECUADOR, THE DEALER MANAGERS OR THE INFORMATION AND TENDER AGENT MAKES 
ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY 
PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER'S OLD NOTES, AND NO ONE HAS BEEN 
AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE 
THEIR OWN DECISIONS WHETHER TO TENDER OLD NOTES, AND, IF SO, MUST DECIDE ON THE 
PRINCIPAL AMOUNT OF OLD NOTES TO TENDER.

The Information and Tender Agent for the Invitation is:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Arlind Bytyqi and Thomas Choquet
E-mail: ecuador@lucid-is.com 
Tel: +44 20 7704 0880

Any questions regarding procedures for tendering Old Notes or requests for 
copies of the Invitation should be directed to the Information and Tender Agent 
at the telephone number above.  Holders may also contact the Dealer Managers at 
their telephone numbers set forth below or its broker, dealer, commercial bank, 
trust company or other nominee for assistance concerning the Invitation.

The Dealer Managers for the Invitation are:

Citigroup Global Markets Inc.: 388 Greenwich St, 7th Floor, New York, NY 10013, 
Attention: Liability Management Group, Collect: +1-212-723-6106, U.S. 
Toll-free: +1-800-558-3745

Deutsche Bank Securities Inc.: 60 Wall Street, New York, New York 10005, 
Attention: Liability Management Group, Collect: +1-212-250-2955, U.S. 
Toll-free: +1-866-627-0391
 
J.P. Morgan Securities LLC: 383 Madison Avenue, New York, NY 10179, Attention: 
Latin America Debt Capital Markets, Collect: +1-212-834-7279, U.S. Toll-free: 
+1-866-846-2874
 
Source: The Republic of Ecuador