Republic of Suriname Announces Successful Results of Invitation

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Nov 06, 2023, 12:23 ET

PARAMARIBO, Suriname, Nov. 6, 2023 /PRNewswire/ -- On October 23, 2023, the Republic of Suriname (the "Republic") announced that it invited Eligible Holders of its 9.875% Notes due 2023 (the "2023 Bonds") and 9.25% Notes due 2026 (the "2026 Bonds", and together with the 2023 Bonds, the "Eligible Bonds") to deliver instructions to exchange such Eligible Bonds for New Securities (as defined below) and to simultaneously consent to certain amendments to the Eligible Bonds (the "Invitation"), on the terms and subject to the conditions set forth in the invitation memorandum dated October 23, 2023. The Invitation expired at 5:00 pm, New York City time, on November 3, 2023 (the "Expiration").

Results of the Invitation

The Republic announces today that it has obtained the instructions and consents required to exchange and/or modify 100% of the aggregate principal amount outstanding of each series of Eligible Bonds pursuant to the terms of its Invitation.

As of the Expiration, the percentage of the outstanding principal amount of the Eligible Bonds for which the Republic has received and accepted instructions is as follows:

Title of Security	CUSIP / ISIN	Outstanding Principal Amount	Percentage of Aggregate Outstanding Principal Amount that has Instructed/ Consented
	Restricted: 86886P AB8 / US86886PAB85
9.875% Notes due 2023	Regulation S: P68788 AB7 / USP68788AB70	US$125,000,000	92.48 %
	Restricted: 86886P AA0 / US86886PAA03
9.25% Notes due 2026	Regulation S: P68788 AA9 / USP68788AA97	US$550,000,000	97.29%⁽¹⁾

⁽¹⁾ The term "Outstanding" excludes 2026 Notes held by the Central Bank of Suriname.

As of the Expiration, holders of 92.48% of the aggregate principal amount Outstanding of 2023 Bonds and holders of 97.29% of the aggregate principal amount Outstanding of the 2026 Bonds have accepted the Republic's Invitation to exchange their Eligible Bonds for New Bonds and Oil-linked Securities (together the "New Securities") to be issued by the Republic, and have given their consent to the actions proposed in the Invitation, including to authorize and direct the Trustee under each series of Eligible Bonds to modify any Eligible Bonds of the relevant series that would remain outstanding after giving effect to the exchange offers by exchanging them for the relevant amounts of New Securities described in the Invitation (the "Proposed Modifications"). The effectiveness of the Proposed Modifications with respect to each series of Eligible Bonds was conditioned on the Republic receiving and accepting valid consents from Holders of not less than 75% of the aggregate principal amount of each series of Eligible Bonds then Outstanding (the "Requisite Consents").

The Republic has received the Requisite Consents in respect of each series of Eligible Bonds required to render the Proposed Modifications effective for each series of Eligible Bonds, and any Eligible Bonds that remain outstanding after giving effect to the exchange offers will be mandatorily exchanged for the amount of New Securities as set forth in the Invitation.

The New Securities, Effective Date and Settlement Date

Holders of Eligible Bonds will receive on the Settlement Date (1) a new fixed income instrument representing an unsecured obligation of the Republic (the "New Bonds") and (2) a value recovery instrument in the form of an oil-linked security, which represents a payment obligation of the Republic which is contingent on the generation of royalty revenues from Block 58 offshore Suriname (the "Oil-linked Securities", and together with the New Bond, the "New Securities"). Holders of each series of Eligible Bonds will receive the specific consideration described below. The terms of the New Securities are described in full in the Invitation.

The New Bonds will be issued in an aggregate principal amount of U.S.$650,000,000, with an additional U.S.$10,000,000 of New Bonds issued as "Expense Reimbursement Bonds" that will be liquidated to cover a portion of the $5,925,000 of fees and expenses of the bondholder committee. The Oil-linked Securities will be issued in an aggregate notional amount of U.S.$314,675,761.46 (assuming an Effective Date of November 10, 2023).

Holders of 2026 Bonds will receive the 2026 New Bond Consideration and the 2026 Value Recovery Consideration, as defined below:

The "2026 New Bond Consideration" means, for each $1,000 principal amount of 2026 Bonds (including any and all associated Accrued Interest), a principal amount of New Bonds equal to $948.90.
The "2026 Value Recovery Consideration" means, for each $1,000 principal amount of 2026 Bonds (including any and all associated Accrued Interest), a notional amount of Oil-linked Securities equal to $459.38 assuming the Effective Date is November 10, 2023; provided that if the Effective Date shall occur after November 10, 2023, for each calendar day delay after such date, the amount of 2026 Value Recovery Consideration shall be increased by $0.31.

Holders of the 2023 Bonds will receive the 2023 New Bond Consideration and the 2023 Value Recovery Consideration, as defined below:

The "2023 New Bond Consideration" means, for each $1,000 principal amount of 2023 Bonds (including any and all associated Accrued Interest), a principal amount of New Bonds equal to $1024.82.
The "2023 Value Recovery Consideration" means, for each $1,000 principal amount of 2023 Bonds (including any and all associated Accrued Interest), a notional amount of Oil-linked Securities equal to $ 496.13 assuming the Effective Date is November 10, 2023; provided that if the Effective Date shall occur after November 10, 2023, for each calendar day delay after such date, the amount of 2023 Value Recovery Consideration shall be increased by $0.43.

On the Effective Date, which the Republic expects to be on or around November 10, 2023, the Republic and the relevant trustee shall execute the supplemental indentures and the New Indentures. Upon satisfaction of the Legal Opinion Condition on the Settlement Date, which the Republic expects to be on or around November 27, 2023, the Proposed Modifications, the New Indentures and the terms of the New Securities will be given effect as of the Effective Date, and the New Securities will be delivered to Eligible Holders.

Capitalized terms used but not defined in this announcement have the meanings specified in the Invitation.

This announcement is for informational purposes only and is not an invitation to exchange or a solicitation of consents of any holders of the 2023 Bonds or the 2026 Bonds. The exchange offer and consent solicitation has only been made pursuant to the Invitation. Eligible Holders should read the Invitation Memorandum carefully as it contains important information.

This announcement does not constitute an offer of the New Securities for sale in the United States, and the New Securities (if issued) will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and they may not be offered or sold within the United States or to U.S. persons unless so registered, or an exemption from the registration requirements of the Securities Act is available. This document does not constitute an offer of the New Securities for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale (if made) would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision.

No offer of any kind has been made to any beneficial owner of Eligible Bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the offer is not permitted by law.

The Invitation and this announcement is being directed only to beneficial owners of Eligible Bonds that are: (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (ii) (x) outside the United States as defined in Regulation S under the Securities Act, (y) if located within a member state of the European Economic Area (the "EEA") or the United Kingdom (the "UK"), a "qualified investor" as defined in Regulation (EU) 1129/2017 (as amended, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA") (the "UK Prospectus Regulation"), respectively, and (z) if outside the EEA or the UK, is eligible to receive the offer under the laws of its jurisdiction (each, an "Eligible Holder").

White & Case LLP and Lazard Freres are respectively acting as the Republic's legal and financial advisors.

Morrow Sodali Ltd. is the Information, Tabulation and Exchange Agent in connection with the Invitation.

NONE OF THE REPUBLIC, THE TRUSTEE, THE INFORMATION, TABULATION AND EXCHAANGE AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MAKES OR HAS MADE ANY RECOMMENDATION IN RELATION TO THE INVITATION, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION.

The Invitation will be available from the Information, Tabulation and Exchange Agent. The Information, Tabulation and Exchange Agent for the Invitation is:

Morrow Sodali Ltd.

Invitation Website: https://projects.morrowsodali.com/Suriname

Email: [email protected]

In London: 103 Wigmore Street

London W1U 1QS

United Kingdom

In Stamford:

333 Ludlow Street, 5th Floor

South Tower, CT 06902

United States of America

Telephone: +44 20 4513 6933

Telephone: +1 203 609 4910