The Republic of Ecuador Announces Results of its Invitation to Exchange

QUITO, Ecuador, Aug. 10, 2020 /PRNewswire/ -- The Republic of Ecuador (the "Republic") announced today the results of its invitation to exchange (the "Invitation to Exchange") its bonds listed in Table A below (the "Eligible Bonds") for a package of new securities as listed in Table B (the "New Securities") to be issued by the Republic under a new master indenture. The Invitation to Exchange was commenced on July 20, 2020, in conjunction with a solicitation of consents from Eligible Holders to modify their Eligible Bonds and their respective indentures (the "Consent Solicitation," and together with the Invitation to Exchange, the "Invitation"). The terms and conditions of the Invitation are described in the invitation memorandum dated July 20, 2020 (as amended, the "Invitation Memorandum"). Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Invitation Memorandum.

On August 3, 2020, the Republic announced that it had obtained the Requisite Consents to modify all series of Eligible Bonds as proposed under the Consent Solicitation, and that it had extended the expiration date solely with respect to the Invitation to Exchange to 5:00 p.m. Central European Time on Friday, August 7, 2020 (the "Expiration Date").

The Invitation to Exchange expired at the Expiration Date.  The aggregate principal amount and percentage of each series of Eligible Bonds validly tendered pursuant to the Invitation to Exchange is set forth in Table A below. All validly tendered Eligible Bonds will be accepted in the Invitation to Exchange, subject to the satisfaction of the IMF Condition and the GLC Opinion Condition. The aggregate principal amount of each series of New Securities (other than the New PDI 2030 Bond) that will be issued on the settlement date for the Invitation are set forth in Table B below.  The aggregate principal amount of New PDI 2030 Bond to be issued will depend on the actual settlement date for the Invitation.

On August 3, 2020, the Republic also announced that settlement of the Invitation was expected to occur on Wednesday, August 12, 2020, or a soon as practicable thereafter, upon the satisfaction of the IMF Condition. As of today, the Republic is in continued negotiations with the IMF to satisfy the IMF Condition. Accordingly, settlement of the Invitation will not occur on Wednesday, August 12, 2020, as previously announced, and the Republic will announce a settlement date for the Invitation once it has concluded such negotiations and the IMF Condition has been satisfied. Settlement of the Invitation will be expected to occur two business days after such announcement, or as soon as practicable thereafter. As set forth in the Invitation Memorandum, the Republic will terminate the Invitation unless settlement of the Invitation occurs on or prior to August 20, 2020 (the "Settlement Deadline"); provided that the Republic has the right to extend the Settlement Deadline to September 1, 2020, with the consent of Eligible Holders representing a majority of the aggregate principal amount outstanding of all Series of Eligible Bonds, as reasonably determined by the Republic in its sole discretion. 

The Republic also announced today that it is modifying the record date for interest payments on the applicable New Securities as set forth in the Invitation Memorandum. In the Invitation Memorandum the record dates for interest payments on the applicable New Securities included typographical errors as they are stated to be, with respect to the New 2030 Bond, "the January 15 and July 15 immediately preceding the related interest payment date (whether or not a business day)," and with respect to the New 2035 Bond and the New 2040 Bond, "the January 1 and July 1 immediately preceding the related interest payment date (whether or not a business day)." The New Indenture governing the New Securities will provide that the record date for the interest payments on the New 2030 Bond, the New 2035 Bond and the New 2040 Bond will be the day immediately preceding the related interest payment date (whether or not a business day).

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(1)  Certain Eligible Bonds owned or controlled by the Republic and by public sector instrumentalities of the Republic were not taken into account for purposes of calculating the number of consents received as part of the Consent Solicitation, but are included here in the Invitation to Exchange. 
(2)  Acceptance of the Eligible Bonds is subject to the satisfaction of the IMF Condition and the GLC Opinion Condition. 

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(1)  The aggregate principal amount of New PDI 2030 Bond to be issued will depend on the actual settlement date for the Invitation.

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Eligible Holders, or custodians for such holders, of Eligible Bonds may obtain a copy of the Invitation Memorandum by contacting the Information, Tabulation and Exchange Agent at the contact information set forth below, or by download, following registration, via: https://gbsc-usa.com/ecuador.

This announcement is for informational purposes only and is not an invitation or a solicitation of consents of any holders of Eligible Bonds. The Consent Solicitation and Invitation to Exchange to Eligible Holders of Eligible Bonds was only made pursuant to the Invitation.

Ecuador will continue to make (or cause to be made) all announcements regarding the Invitation by press release in accordance with applicable law.

Ecuador did not register the Invitation, the Eligible Bonds or the New Securities under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The Invitation was not made in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Invitation was only made to (A) "qualified institutional buyers" as defined in Rule 144A under the Securities Act, (B) "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act ("institutional accredited investors") and (C) (x) persons outside the United States, (y) if located within a member state of the European Economic Area or in the United Kingdom, a "qualified investor" as defined in Regulation (EU) 1129/2017, and (z) if located outside the EEA or the UK, is eligible to receive this invitation under the laws of its jurisdiction.  Only holders of Eligible Bonds who returned a duly completed eligibility letter certifying that they were within one of the categories described in the immediately preceding sentence were authorized to receive and review the Invitation Memorandum and to participate in the Invitation ("Eligible Holders").

NONE OF THE DEALER MANAGER, THE TRUSTEE, THE INFORMATION, TABULATION AND EXCHANGE AGENT, THE FINANCIAL ADVISOR NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MADE ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD DELIVER THEIR CONSENTS OR TENDER THEIR ELIGIBLE BONDS PURSUANT TO THE INVITATION, AND NO ONE WAS AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION.

The Invitation Memorandum is available from the Information, Tabulation and Exchange Agent.

The Information, Tabulation and Exchange Agent for the Invitation is:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866)-470-3800
By facsimile:
(For Eligible Institutions only):
(212) 430-3775/3779
Confirmation:
(212) 430-3774
Email: [email protected]

Any questions regarding the terms of the Invitation should be directed to the Dealer Manager or the Information, Tabulation and Exchange Agent at their respective addresses and telephone numbers set forth on this communication. Requests for additional copies of the Invitation Memorandum, the eligibility letter or any other related documents may be directed to the Information, Tabulation and Exchange Agent.

The Dealer Manager for the Invitation is:

Citigroup Global Markets Inc.
390 Greenwich St, 1st Floor
New York, NY 10013
Attention: Liability Management Group
U.S. Toll-free: +1-800-558-3745
Collect: +1-212-723-6106
Email: [email protected]

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The Republic of Ecuador
Ministry of Economy and Finance Av. Amazonas entre Pereira y Unión Nacional de Periodistas
Plataforma Gubernamental de Gestión Financiera, Pisos 10 y 11 Quito, Ecuador

(Financial Advisor to the Republic of Ecuador)

Lazard Frères
121 Boulevard Haussmann
75008, Paris

SOURCE The Republic of Ecuador

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