Republic of Paraguay - Announcement of Tender Offer Results

ASUNCIÓN, Paraguay, Jan. 21, 2022 /PRNewswire/ -- The Republic of Paraguay ("Paraguay") previously announced an offer to purchase for cash (the "Tender Offer") its outstanding bonds set forth in the table below (collectively, the "Old Bonds" and each Old Bond, a "series" of Old Bonds), subject to the terms and conditions contained in the offer to purchase, dated January 20, 2022 (the "Offer to Purchase").  Paraguay has instructed Citigroup Global Markets Inc., as billing and delivery bank (in such capacity, the "Billing and Delivering Bank"), to accept subject to proration and such other terms and conditions contained in the Offer to Purchase, valid preferred tenders and non-preferred tenders in aggregate principal amounts of Old Bonds as set forth below.

The Tender Offer expired, as scheduled, on Thursday, January 20, 2022, at 1:00 p.m., New York time, for non-preferred tenders and at 2:00 p.m., New York time, for preferred tenders.

The maximum purchase amount determined by Paraguay is (i) US$212,904,000 principal amount for the 2023 Bonds (as defined below) and (ii) US$72,875,000 principal amount for the 2026 Bonds (as defined below).

The aggregate principal amount of preferred and non-preferred tenders of Old Bonds and the aggregate principal amount of preferred and non-preferred tenders of such Old Bonds that have been accepted are shown in the table below.  Appropriate adjustments will be made so that purchases are made in the minimum denominations set forth in the Offer to Purchase.

In accordance with the Offer to Purchase, the purchase price to be paid for each US$1,000 principal amount of each series of Old Bonds accepted pursuant to the Tender Offer will be the fixed price specified in the table below (such amount for each series, the "Purchase Price").

Holders of Old Bonds held through the Depository Trust Company that have been validly tendered and accepted pursuant to the Tender Offer must deliver their accepted Old Bonds to the relevant Dealer Manager (as defined below) for further delivery to the Billing and Delivery Bank by no later than 3:00 p.m., New York time, on the Settlement Date (as defined below).  Holders of Old Bonds held through Euroclear Bank SA/NV or Clearstream Banking, société anonyme that have been validly tendered and accepted pursuant to the Tender Offer must deliver their Old Bonds to the Billing and Delivering Bank, at the latest, using the overnight process, one day prior to the Settlement Date and must not use the optional daylight process.  The settlement of the Tender Offer is expected to occur on Wednesday, January 26, 2022 (the "Settlement Date") subject to the terms and conditions set forth in the Offer to Purchase.

Failure to timely deliver Old Bonds 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 Paraguay's new issuance of 3.849% Bonds due 2033 (the "New Bonds") in the New Bonds Offering (as defined below) 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.

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 by Paraguay.  Paraguay will not be liable under any circumstances for the payment of the Purchase Price and accrued interest for any Old Bonds tendered in the Tender Offer by any holder.  The Billing and Delivery Bank shall only have the obligation to sell to Paraguay the Old Bonds validly tendered and accepted for purchase that the Billing and Delivery Bank has actually purchased pursuant to the Tender Offer on the Settlement Date. 

Subject to the conditions to settlement of the Tender Offer, Old Bonds accepted for purchase will be settled on a delivery versus payment basis solely with the Billing and Delivering Bank on the Settlement Date, in accordance with customary brokerage practices for corporate fixed income securities.

Paraguay has agreed to apply a portion of the net proceeds of the offering of the New Bonds (the "New Bonds Offering") to purchase the Old Bonds accepted pursuant to the Tender Offer from the Billing and Delivering Bank at the applicable Purchase Price plus accrued interest.  The Tender Offer is subject to the dealer manager agreement relating to the Tender Offer not being terminated prior to or at the time of the settlement of the Tender Offer.  Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC acted as Dealer Managers (the "Dealer Managers") for the Tender Offer.  Global Bondholder Services Corporation is the information agent in connection with the Tender Offer (the "Information Agent"), and questions regarding the Tender Offer may be directed to the Information Agent or any of the Dealer Managers using the contact information below:

Important Notice

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 New Bonds Offering has been 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.

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."

In relation to each Member State of the European Economic Area, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129.

In relation to the United Kingdom, this communication is only addressed to and directed at qualified investors in the United Kingdom within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

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 person who is not a relevant person should not act or rely on this announcement or any of its contents.

SOURCE Republic of Paraguay

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