Republic of Paraguay - Announcement of Tender Offer

ASUNCIÓN, Paraguay, Jan. 20, 2021 /PRNewswire/ -- The Republic of Paraguay ("Paraguay") announced today the commencement of an offer to purchase for cash (the "Tender Offer") its outstanding 4.625% Bonds due 2023 (the "Old Bonds") such that the aggregate Purchase Price (as defined below) to be paid for the Old Bonds tendered and accepted for purchase pursuant to the Tender Offer is equal to a maximum purchase amount to be determined by Paraguay in its sole discretion.  The terms and conditions of the Tender Offer are set forth in the offer to purchase, dated January 20, 2021 (the "Offer to Purchase").

The Tender Offer is not conditioned upon any minimum participation of Old Bonds, but is conditioned, among other things, on the pricing, but not the closing, of a new issuance of Paraguay's bonds due 2033 and an additional issuance of Paraguay's existing 5.400% Bonds due 2050 (together, the "New Bonds") in an amount, with pricing and on terms and conditions acceptable to Paraguay in its sole discretion, with pricing terms expected to be announced at or around 4:00 p.m., New York time, on Wednesday, January 20, 2021 (the "New Bonds Offering"). 

The Tender Offer will commence at or around 8:00 a.m., New York time, on Wednesday, January 20, 2021 and, unless extended or earlier terminated, (i) expire at 12:00 noon, New York time that same day for non-preferred tenders (the "Non-Preferred Tender Period"), and (ii) expire at 1:00 p.m., New York time that same day for preferred tenders (the "Preferred Tender Period").  The settlement of the Tender Offer is scheduled to occur on Wednesday, January 27, 2021 (the "Tender Offer Settlement Date").  The purchase price to be paid will be US$1,078.75  per US$1,000 principal amount of Old Bonds tendered and accepted pursuant to the Tender Offer (the "Purchase Price").  Holders whose Old Bonds are accepted in the Tender Offer will also receive any accrued and unpaid interest from, and including, the last interest payment date for such Old Bonds up to, but excluding, the Tender Offer Settlement Date (the "Accrued Interest").  Accrued Interest for preferred and non-preferred Tender Orders (as defined below) will be payable in cash.

During the Non-Preferred Tender Period or Preferred Tender Period, as applicable, a holder of Old Bonds may place orders to tender Old Bonds ("Tender Orders") only through one of the Dealer Managers (as defined below).  Holders will NOT be able to submit tenders through Euroclear Bank SA/NV ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream") or the Depository Trust Company ("DTC") systems.  If a holder does not have an account with a Dealer Manager, such holder may place a tender offer through any broker, dealer, commercial bank, trust company, other financial institution or other custodian that it customarily uses that has an account with a Dealer Manager.  Your broker must contact one of the Dealer Managers to submit a Tender Order on your behalf.

Citigroup Global Markets Inc., as the billing and delivering bank for the Tender Offer (in such capacity, the "Billing and Delivering Bank"), will consolidate all Tender Orders and, upon instruction of Paraguay, accept Old Bonds for purchase pursuant to the Tender Offer, subject to proration as described in the Offer to Purchase, at or around 8:00 a.m., New York time, on Thursday, January 21, 2021 or as soon as possible thereafter.

The Tender Offer is subject to Paraguay's right, at its sole discretion and subject to applicable law, to instruct the Billing and Delivering Bank to extend, terminate, withdraw, or amend the Tender Offer at any time.  Each of Paraguay and the Billing and Delivering Bank reserves the right, in the sole discretion of each of them, not to accept any Tender Orders for any reason.  Tender Orders by a holder of Old Bonds must be in permitted tender amounts as set forth in the Offer to Purchase.  Tender Orders that are not for permitted tender amounts will not be accepted.

There is no letter of transmittal or guaranteed delivery procedure in connection with this Tender Offer.  If you hold Old Bonds through DTC, they must be delivered to the Billing and Delivering Bank for settlement no later than 3:00 p.m., New York time, on the Tender Offer Settlement Date.  If you hold Old Bonds through Euroclear or Clearstream, the latest process you can use to deliver your Old Bonds to the Billing and Delivering Bank is the overnight process, one day prior to the Tender Offer Settlement Date; you may not use the optional daylight process.  Failure to deliver Old Bonds on time may result (i) in the cancellation of your tender and in you becoming liable for any damages resulting from that failure, (ii) in the case of preferred tenders (a) in the cancellation of any allocation of New Bonds in the New Bonds Offering in respect of your related indication of interest and/or (b) in the cancellation of your tender and in your remaining obligation to purchase your allocation of New Bonds in respect of your related indication of interest and/or (iii) in the delivery of a buy-in notice for the purchase of such Old Bonds, executed in accordance with customary brokerage practices for corporate fixed income securities.  Any holder whose tender is cancelled will not receive the Purchase Price or Accrued Interest.  Holders will not have withdrawal rights with respect to any tenders of Old Bonds in the Tender Offer.  Old Bonds accepted for purchase will be settled on a delivery versus payment basis with the Billing and Delivering Bank on the Tender Offer Settlement Date in accordance with customary brokerage practices for corporate fixed income securities.

All Old Bonds that are tendered pursuant to Tender Orders placed through a Dealer Manager and accepted will be purchased by the Billing and Delivering Bank in such amounts as Paraguay shall determine and subject to the terms and conditions of the Offer to Purchase.  Only the Billing and Delivering Bank will be liable for the payment of the Purchase Price and Accrued Interest for Old Bonds validly tendered and accepted as instructed by Paraguay.  Paraguay will not be liable under any circumstances for any payment of the Purchase Price and Accrued Interest to the holders of Old Bonds tendered in the Tender Offer.  The Billing and Delivering Bank shall not be liable for payments to any holder of Old Bonds validly tendered and accepted for purchase if such holder fails to timely deliver such Old Bonds on or prior to the settlement of the Tender Offer as described in the Offer to Purchase.

Global Bondholder Services Corporation is the information agent in connection with the Tender Offer (the "Information Agent"), and the Offer to Purchase may be downloaded from the Information Agent's website indicated below or obtained from the Information Agent at the contact below:

, or from any of the Dealer Managers.

The dealer managers (the "Dealer Managers") for the Tender Offer are:

Questions regarding the Tender Offer may be directed to and the Offer to Purchase may be obtained from the Dealer Managers at the above contact.

Republic of Paraguay
c/o Ministerio de Hacienda
Chile 128
Asunción 001101
Paraguay

For press inquiries:

Contact: Ivan Haas, Director – Debt Policy
E-mail: [email protected]
Call: +59-521-413-2247

Important Notice

The New Bonds Offering will be made solely by means of an offering memorandum relating to that offering.  Before you invest, you should read the offering memorandum for more complete information about Paraguay and such offering.  You may not participate in the New Bonds Offering unless you have received and reviewed the offering memorandum related to that offering, and not in reliance on, or on the basis of, this announcement.  The New Bonds will be offered only to qualified institutional buyers in accordance with Rule 144A 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 Old Bonds. The Tender 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.

The distribution of materials relating to the New Bonds Offering and the Tender Offer, and the transactions contemplated by the New Bonds Offering and Tender Offer, may be restricted by law in certain jurisdictions.  Each of the New Bonds Offering and the Tender Offer is made only in those jurisdictions where it is legal to do so. The New Bonds Offering and the Tender Offer are void in all jurisdictions where they are prohibited. If materials relating to the New Bonds Offering or the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the New Bonds Offering and the Tender Offer 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. If a jurisdiction requires that the New Bonds Offering or the Tender 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 New Bonds Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."

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 "Prospectus Regulation").

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA"). This announcement is only being distributed to and is only directed: at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any New Bonds will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

SOURCE Republic of Paraguay

Related Links

http://www.gbsc-usa.com/paraguay

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