The Plurinational State of Bolivia Announces Results of Invitation for Offers to Purchase and Offers to Exchange

LA PAZ, Bolivia, Feb. 23, 2022 /PRNewswire/ -- The Plurinational State of Bolivia ("Bolivia") announced today the participation results of the offers to (i) purchase for cash notes of each series listed in the table below (collectively, the "Old Notes", and each series thereof a "series" of Old Notes) validly tendered and accepted for purchase (the "Offers to Purchase") and (ii) exchange Old Notes that are validly tendered by the Bolivian Entity Offerees, and accepted for exchange for New Notes  ("Offers to Exchange" and together with the Offers to Purchase, the "Offers"), in each case, as set forth in the table below and upon the terms and subject to the conditions described in the invitation dated February 10, 2022 (the "Invitation") and announced on February 16, 2022 in connection with Bolivia's decision to extend the Expiration Deadline and other key dates and times in relation to the Offers (the "Extension", and together with the Invitation and the related eligibility letter and certification letter, the "Invitation Materials"). Bolivia also announced that the Maximum Aggregate Purchase Price for all Old Notes accepted for purchase or exchange is U.S.$ 788,212,350. Capitalized terms not defined in this communication have the meanings specified in the Invitation Materials.

The Invitation expired as scheduled at 9:00 a.m., New York City time, on February 23, 2022 (the "Expiration Deadline"). The information in this announcement is qualified in its entirety by the Invitation Materials.

The following table summarizes the participation results of the Offers as of the Expiration Deadline and the principal amount of each series of Old Notes that Bolivia has accepted for purchase or exchange, as applicable:

(1) Bolivian Entity Offerees whose Old Notes are validly tendered and accepted for exchange in the Exchange Offers will receive an amount of New Notes calculated by dividing the Tender Value (as defined below) by the New Notes issue price (which is the cash price at which the New Notes will be issued in the New Notes Offering). The "Tender Value" for a series of Old Notes equals the principal amount of Old Notes tendered multiplied by the Purchase Price for such series of Old Notes.

On the terms and subject to the conditions set forth in the Invitation Materials (including the pricing and closing of the New Notes Offering), Bolivia is expected to issue U.S.$850,000,000 aggregate principal amount of the New Notes in the New Notes Offering and from such issue expects to (a) pay an amount of cash equal to approximately U.S.$108,103,043.59, constituting (i) U.S.$100,177,350 as consideration for the Old Notes validly tendered and accepted in the Offers to Purchase, (ii) U.S.$7,914,465.59 for the total amount of Accrued Interest pursuant to the Offers, and (iii) U.S.$11,228.00 for the total amount of cash to be paid in lieu of fractional amounts of New Notes expected to be issued by Bolivia pursuant to the Offers to Exchange, and (b) exchange New Notes in an amount equal to approximately U.S.$688,035,000 as consideration for the Old Notes validly tendered and accepted in the Offers to Exchange.

The New Notes to be delivered as part of the consideration in the Offers to Exchange will have identical terms, be consolidated, form a single series and be fully fungible with, the 7.500% Notes due 2030 expected to be issued by Bolivia on March 2, 2022 in the New Notes Offering. For the avoidance of doubt, the U.S.$850,000,000 aggregate principal amount of New Notes to be issued in the New Notes Offering, includes the U.S.$688,035,000 to be delivered as consideration in the Offers to Exchange.

The New Notes Offering will be made solely by means of an offering memorandum relating to that offering, and this announcement does not constitute an offer to sell or the solicitation of an order to buy any New Notes in the New Notes Offering.

If Bolivia accepted all or a portion of a holder's tender of Old Notes of any series and if the conditions of the Invitation are met (including the pricing and closing of the New Notes Offering), the holder will be entitled to receive for such Old Notes on the Settlement Date (i) the applicable Total Purchase Price in the Offers to Purchase or (ii) the applicable amount of New Notes in the Offers to Exchange. The Settlement Date is expected to occur on March 2, 2022, subject to the terms and conditions set forth in the Invitation Materials.

Any holder who fails to make delivery in accordance with the Invitation Materials shall not be entitled to receive any payment therefore unless Bolivia, in its sole discretion, determines to waive any such failure.

Any Old Notes not accepted for purchase or exchange will be promptly returned to holders. Old Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law.

For the avoidance of doubt, (i) Bolivian Entity Offerees are not eligible to participate in the Offers to Purchase, and (ii) only Bolivian Entity Offerees are eligible to participate in the Offers to Exchange.

BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as Dealer Managers for the Invitation, and questions regarding the Invitation may be directed to the contact information below:

The Invitation Materials may be downloaded from the Information, Tender and Exchange Agent's website at https://gbsc-usa.com/eligibility/bolivia_exchange and https://gbsc-usa.com/eligibility/bolivia_tender or obtained from the Information, Tender and Exchange Agent, Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006 (Tel. (212) 430 3774, or toll free (855) 654-2015) Attention: Corporate Actions, or from any of the Dealer Managers.

Important Notice

The distribution of materials relating to the Invitation and the transactions contemplated thereby may be restricted by law in certain jurisdictions. The Invitation and any of the transactions contemplated thereby are void in all jurisdictions where they are prohibited. If materials relating to the Invitation or any of the transactions contemplated thereby come into your possession, you are required by Bolivia to inform yourself of and to observe all of these restrictions. The materials relating to the Invitation and the transactions contemplated thereby, including this communication, 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 Invitation 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 Invitation shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Invitation in accordance with the terms thereof are referred to as "holders."

This announcement is for informational purposes only. This announcement is not an invitation for offers to purchase for cash or a solicitation of invitations for offers to purchase for cash any Old Notes. Any materials relating to the Invitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and a Dealer Manager or its respective affiliate is such a licensed broker or dealer in that jurisdiction, the Invitation shall be deemed to be made by a Dealer Manager or affiliate in such jurisdiction.

The distribution of the Invitation Materials in certain jurisdictions may be restricted by law. Persons into whose possession the Invitation Materials comes are required by Bolivia, the Dealer Managers, and the Information, Tender and Exchange Agent to inform themselves about, and to observe, any such restrictions as set out in the "Jurisdictional Restrictions" section of the Invitation Materials.

Bolivia

Neither the New Notes nor the Offers (each, as defined below) have been or will be registered with the Bolivian Securities Market Registry and accordingly will not be publicly offered in Bolivia within the scope of Article 6 of the Bolivian Securities Market Law (Law No. 1834 dated March 31, 1998, as amended).

European Economic Area

This announcement and the Invitation have been prepared on the basis that any offer of the New Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the New Notes.

Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any of the New Notes under, the offers contemplated in this Invitation or to whom the New Notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each Initial Purchaser and Bolivia that it and any person on whose behalf it acquires the New Notes is not a retail investor. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (11) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

In this section, the expression an "offer" in relation to any of the New Notes in any Member State of the EEA means the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the New Notes, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).

Any distributor subject to MiFID II subsequently offering, selling or recommending the New Notes is responsible for undertaking its own target market assessment in respect of the New Notes and determining the appropriate distribution channels for the purposes of the MiFID II product governance rules under Commission Delegated Directive (EU) 2017/593 ("Delegated Directive"). Neither the Issuer nor any of the Initial Purchasers make any representations or warranties as to a Distributor's compliance with the Delegated Directive.

United Kingdom

This announcement and the Invitation have been prepared on the basis that any offer of New Notes in the UK will be made pursuant to an exemption under section 85 of the FSMA and the Prospectus Regulation, as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation"), from the requirement to publish a prospectus for offers of New Notes.

Each person in the UK who receives any communication in respect of, or who acquires any of the New Notes under, the offers contemplated in this Invitation or to whom the New Notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each Initial Purchaser and Bolivia that it and any person on whose behalf it acquires the New Notes is not a retail investor. For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.

In this section, the expression an "offer" in relation to any of the New Notes in the UK means the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the New Notes.

Any distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), subsequently offering, selling or recommending the New Notes is responsible for undertaking its own target market assessment in respect of the New Notes and determining the appropriate distribution channels for the purposes of the UK MiFIR Product Governance Rules. Neither the Issuer nor any of the Initial Purchasers make any representations or warranties as to a distributor's compliance with the UK MiFIR Product Governance Rules.

The Invitation is for distribution only to persons who (1) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (2) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (3) are outside the United Kingdom, or (4) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Invitation is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

SOURCE Government of Bolivia

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