NASSAU, Bahamas, June 17, 2025 — The Commonwealth of The Bahamas (the “Government”) announced today the aggregate principal amount of each series of the notes listed in the table below (collectively, the “Notes“) that has been validly tendered and accepted for purchase pursuant to its previously announced offer to purchase for cash (the “Offer“) the Notes from each registered holder or beneficial owner (each, a “Holder” and, collectively, the “Holders“), subject to the terms and conditions set forth in the offer to purchase dated June 9, 2025 (the “Offer to Purchase“). The Offer expired as scheduled at 5:00 p.m. (New York City time) on June 16, 2025. Capitalized terms not defined in this announcement have the meanings specified in the Offer to Purchase.
The purchase price to be paid per U.S.$1,000 principal amount of each series of Notes that are accepted pursuant to the Offer is indicated in the table below (the “Purchase Price“). The Maximum Purchase Price to be paid by the Government for the outstanding principal amount of each series of Notes validly tendered and accepted for purchase is set forth below.
The following table indicates the aggregate principal amount of each series of Notes that have been validly tendered and accepted pursuant to the Offer, subject to satisfaction of the conditions to the Offer on or prior to the Settlement Date.
|
Title of Notes(1) |
CUSIP/ISIN Numbers |
Maximum Purchase Price(2) |
Aggregate Principal Amount Tendered |
Aggregate Principal Amount Tendered and Accepted |
Aggregate Principal Amount Remaining Outstanding |
|
6.000% Notes due 2028 (the “2028 Notes“) |
P06518AG2 / USP06518AG23 (Reg S) 056732AJ9 / US056732AJ97 (144A)
|
U.S.$451,155,000.00 |
U.S.$451,155,000 |
U.S.$451,155,000 |
U.S.$158,181,000 |
|
9.000% Notes due 2029 (the “9.000% 2029 Notes“) |
P06518AJ6 / USP06518AJ61 (Reg S) 056732AM2/ US056732AM27
|
U.S. $56,055,375.00 |
U.S.$52,758,000 |
U.S$52,758,000 |
U.S.$173,135,000 |
|
6.950% Notes due 2029 (the “6.950% 2029 Notes“) |
P06518AE7 / USP06518AE74 056732AG5 / US056732AG58 (144A)
|
U.S.$47,161,025.00 |
U.S.$47,758,000 |
U.S.$47,758,000 |
U.S.$226,116,000 |
|
8.950% Notes due 2032 (the “2032 Notes“) |
P06518AH0 / USP06518AH06 056732AL4 / US056732AL44 (144A)
|
U.S.$186,805,260.00 |
U.S.$175,404,000 |
U.S.$175,404,000 |
U.S.$626,399,000 |
|
6.625% Notes due 2033 (the “2033 Notes“) |
P06518AC1 / USP06518AC19 056732AE0 / US056732AE01
|
U.S.$21,580,630.00 |
U.S.$23,846,000 |
U.S.$23,846,000 |
U.S.$175,639,000 |
|
7.125% Notes due 2038 (the “2038 Notes“) |
P06518AD9 / USP06518AD91 056732AF7 / US056732AF75
|
U.S.$14,237,287.50 |
U.S.$16,507,000 |
U.S.$16,507,000 |
U.S.$79,891,000 |
|
(1) |
The 2028 Notes, the 9.000% 2029 Notes, the 6.950% 2029 Notes, the 2032 Notes and the 2038 Notes are admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The 2033 Notes are admitted to trading on the Luxembourg Stock Exchange. |
|
(2) |
In addition, Holders will receive any accrued and unpaid interest from, and including, the last applicable interest payment date for such Notes up to, but excluding, the Settlement Date (as defined below) (the “Accrued Interest“). |
The Offer is conditioned, among other things, on the concurrent (or earlier) closing of one or more series of new global notes (the “New Notes“), in an aggregate principal amount sufficient to fund the Offer, with terms and conditions acceptable to the Government in its sole discretion (the “New Notes Offering“). The New Notes Offering is being made solely by means of the offering memorandum relating to the offering of the New Notes, and neither this announcement nor the Offer to Purchase constitutes an offer to sell or the solicitation of an offer to buy the New Notes.
The settlement of validly tendered and accepted Notes is expected to occur on June 24, 2025, subject to change without notice (the “Settlement Date“). Holders of validly tendered and accepted Notes will be entitled to receive for such Notes the applicable Purchase Price and Accrued Interest, if any, if the conditions of the Offer are met.
Sodali & Co Ltd. is the information and tender agent in connection with the Offer (the “Information and Tender Agent“), and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and CIBC World Markets Corp. are acting as Dealer Managers (the “Dealer Managers“) for the Offer. The Offer to Purchase and other announcements may be downloaded from the Information and Tender Agent’s Transaction Website, https://projects.sodali.com/bahamas, subject to eligibility confirmation and registration, or obtained from the Information and Tender Agent at the contact below:
|
Information and Tender Agent |
|
|
In London: |
In Stamford: |
|
The Leadenhall Building 122 Leadenhall Street United Kingdom Telephone: +44 20 4513 6933 |
333 Ludlow Street United States Telephone: +1 203 658 9457 |
Email: [email protected]
Transaction Website: https://projects.sodali.com/bahamas
Holders may also contact the Dealer Managers at the telephone numbers provided below for information concerning the Offer.
|
Dealer Managers |
||
|
BNP Paribas |
Citigroup Global |
Deutsche Bank Securities Inc. |
|
787 Seventh Avenue New York, New York 10019 Attn: Liability Management Group Toll Free: 1-888-210-4358 Collect: 1-212-841-3059 e-mail: [email protected] |
388 Greenwich Street, Trading 4th Floor Email: [email protected] |
1 Columbus Circle New York, New York 10019 Attn: Liability Management |
Co-Dealer Manager
CIBC World Markets Corp.
Disclaimer
This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Offer to Purchase, and are subject to certain legal restrictions more fully described therein.
Certain Legal Restrictions
The New Notes Offering will be made solely by means of the offering memorandum relating to that offering. Before you invest, you should read the offering memorandum for more complete information about the Government and the New Notes Offering. You may not participate in the New Notes Offering unless you have received and reviewed the offering memorandum for the New Notes Offering. Under no circumstances may you participate in the New Notes Offering in reliance on, or on the basis of, this announcement. The New Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act“), 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 Notes. The 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.
Neither this announcement nor the Offer to Purchase constitute an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Government, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. If a jurisdiction requires that the 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 Offer shall be deemed to be made by such Dealer Manager or such affiliate on behalf of the Government in that jurisdiction.
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 communication of the Offer to Purchase and any other documents or materials relating to the Offer are not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA“). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (l) those persons who are existing creditors of the Government within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Forward-Looking Statements
This announcement may contain forward-looking statements which represent the Government’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. These statements are based on the Government’s current plans, estimates, assumptions and projections. Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and the Government undertakes no obligation to update them in light of new information or future events, including changes in the Government’s economic policy or budgeted expenditures, or to reflect the occurrence of unanticipated events. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Government to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: (i) the Government’s financial condition, including its ability to increase revenues and reduce expenditures; (ii) declines in the tourism or financial services industries; (iii) extreme weather conditions, particularly hurricanes and tropical storms; (iv) difficult conditions in the Bahamian economy, as well as the global economy; (v) the fixed foreign exchange regime that is focused on maintaining parity with the U.S. dollar and requires the Government to maintain adequate levels of foreign currency reserves; (vi) adverse external factors, such as wars or international conflicts; (vii) public health crises and epidemics/pandemics and worldwide effects thereof; (viii) changes in diplomatic and trade relations, including tariffs, trade protection measures, import-export restrictions, trade embargoes and sanctions and other trade barriers; and (ix) other factors identified in the Offer to Purchase. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.
SOURCE The Commonwealth of The Bahamas
