THE DOMINICAN REPUBLIC ANNOUNCES OFFER TO PURCHASE EXISTING NOTES

SANTO DOMINGO, Dominican Republic, Feb. 9, 2022 /PRNewswire/ — The Dominican Republic (the “Republic“) announced today the commencement of an offer to purchase for cash (the “Offer“) from each registered holder or beneficial owner (each, a “Holder” and, collectively, the “Holders“) (i) outstanding notes of each of the series set forth in Table 1 below (collectively, the “Existing Global Notes” and each, a “series” of Existing Global Notes); and (ii) outstanding US$-denominated, Dominican law-governed notes of the series set forth in Table 2 below (the “Existing Local Notes” and a “series” of Existing Local Notes and, together with the Existing Global Notes, the “Existing Notes,” and each, a “series” of Existing Notes) such that the Tendered Aggregate Purchase Price (as defined below) to be paid for the outstanding principal amount of Existing Notes validly tendered and accepted for purchase by the Republic pursuant to the Offer does not exceed a maximum amount to be determined by the Republic in its sole discretion (the “Maximum Purchase Price“). The terms and conditions of the Offer are set forth in the offer document dated February 9, 2022 (the “Offer Document“).

The Offer is not conditioned upon any minimum participation of the Existing Notes, but it is conditioned, among other things, on the concurrent (or earlier) closing of the issuance by the Republic of one or more series of U.S. dollar-denominated, New York law-governed debt securities (the “New Notes“) in an aggregate principal amount, with pricing and on terms and conditions acceptable to the Republic in its sole discretion (the “New Notes Offering“). The New Notes Offering will be made solely by means of an offering memorandum relating to that offering of the New Notes, and neither this announcement nor the Offer Document constitutes an offer to sell or the solicitation of an offer to buy the New Notes.   

The Republic reserves the right, in its sole discretion, not to accept any valid orders to tender Existing Notes in accordance with the terms and conditions of the Offer (“Tenders“), to modify the fixed price, per each outstanding US$1,000 principal amount of Existing Notes, indicated in the rightmost column in the tables below (the “Purchase Price“) for any or all series of Existing Notes, or to terminate the Offer for any reason. In the event of a termination of the Offer, the tendered Existing Notes will be returned to the tendering Holder.

The total purchase price for the principal amount of a series of Existing Notes validly tendered by a Holder and accepted by the Republic (the “Total Purchase Price“) will be an amount in cash equal to the outstanding principal amount of such Existing Notes, multiplied by the Purchase Price, plus accrued and unpaid interest on such Existing Notes up to, but excluding, the Settlement Date (“Accrued Interest“). If the Total Purchase Price minus Accrued Interest for all validly tendered Existing Notes (the “Tendered Aggregate Purchase Price“) would exceed the Maximum Purchase Price, then the Republic will, in its sole discretion, select one or more series of Existing Notes to be prorated on the basis of the same or different proration factors.

Table 1


Title of Existing Notes

Outstanding Principal
Amount as of the date
hereof

ISINs / CUSIP Numbers

Purchase Price (per
Outstanding US$1,000
Principal Amount)

6.6000% Bonds
due 2024

US$278,959,000

USP3579EAT49 / P3579E AT4 (Reg S)
US25714PBZ09 / 25714P BZ0 (144A)

US$1,093.25





5.875% Amortizing
Bonds due 2024

US$611,492,000

USP3579EAS65 / P3579E AS6 (Reg S)
US25714PBY34 / 25714P BY3 (144A)

US$1,057.50



Table 2


Title of Existing Notes

Outstanding Principal
Amount as of the date
hereof

ISINs / CUSIP Numbers

Purchase Price (per
Outstanding US$1,000
Principal Amount)

7.000% US$-
Denominated Notes
due July 2023

US$500,000,000

DO1005244525 / N/A

US$1,090.00

Holders tendering Existing Global Notes may obtain a priority allocation code (the “Priority Allocation Code“) by contacting either of the Dealer Managers, and should include their Priority Allocation Code in their ATOP or Electronic Acceptance Instruction (in each case, as defined in the Offer Document). Holders tendering Existing Local Notes through CEVALDOM, Depósito Centralizado de Valores, S.A. (“CEVALDOM“) may obtain a Priority Allocation Code from CEVALDOM. Tendering Holders who wish to subscribe for New Notes should include their Priority Allocation Code when subscribing for New Notes. The Republic will review Tenders received on or prior to the Expiration Time and may give priority to those investors tendering with Priority Allocation Code in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Existing Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.

If the Republic accepts all or a portion of a Holder’s Tender, the Holder will be entitled to receive for such Existing Notes the applicable Total Purchase Price, which will be paid on the Settlement Date, if the conditions of the Offer are met.

The Offer commenced on Wednesday, February 9, 2022 and will expire at 8:00 a.m. (New York City time) on Wednesday, February 16, 2022 (the “Expiration Time“) unless extended or earlier terminated by the Republic in its sole discretion. Existing Notes may be validly withdrawn at any time at or prior to the Expiration Time. The settlement of validly tendered and accepted Existing Notes is expected to occur on Tuesday, February 22, 2022, or as soon as practicable thereafter, subject to change without notice (the “Settlement Date“).

At or about 9:00 a.m. (New York City time) on Wednesday, February 16, 2022, subject to change without notice, the Republic expects to announce the aggregate principal amount of Tenders of each series of Existing Notes that has been received on or prior to the Expiration Time.

In addition, at or about 5:00 p.m. (New York City time) on Wednesday, February 16, 2022, subject to change without notice, the Republic expects to announce (i) the Maximum Purchase Price; (ii) the Tendered Aggregate Purchase Price; (iii) the aggregate principal amount of Tenders of each series of Existing Notes that has been accepted; and (iv) any proration of Tenders of any series of Existing Notes.

Holders of Existing Global Notes must tender Existing Global Notes by requesting that the direct participant through which the Holder holds its Existing Global Notes submit, at or prior to the Expiration Time, such Holder’s Tender by properly instructing The Depository Trust Company (“DTC“), Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear“), or Clearstream Banking, S.A. (“Clearstream“), as applicable, in accordance with the procedures and deadlines established by each such clearing system. Tenders for Existing Local Notes must be submitted through a direct participant in CEVALDOM. Any Holder that holds Existing Notes through a custodian cannot submit a Tender directly and should instead contact its custodian to instruct the direct participant to submit a Tender on its behalf. There is no letter of transmittal or guaranteed delivery procedures for the Offer. The acceptance of any Tenders forwarded to DTC from Euroclear or Clearstream after the Expiration Time will be in the sole discretion of the Republic.

You are advised to consult with the broker, dealer, bank, custodian, trust company, or other nominee through which you hold your Existing Notes as to the deadlines by which such intermediary would require receipt of instruction from you to participate in the Offer in accordance with the terms and conditions of the Offer as described in the Offer Document in order to meet the deadlines set forth in the Offer Document. The deadlines set by DTC, Euroclear, Clearstream, CEVALDOM or any such intermediary for the submission of Existing Notes may be earlier than the relevant deadlines specified in the Offer Document.

The Offer Document may be downloaded from website of Global Bondholder Services Corporation (the “Tender and Information Agent“) at https://www.gbsc-usa.com/dominican/ or obtained from the Tender and Information Agent or from any of the Dealer Managers at the contact information below. Questions regarding the Offer may be directed to the Dealer Managers at the below contact information.

The Dealer Managers for the Offer are:

Citigroup Global Markets Inc.
388 Greenwich Street, 4th Floor Trading
New York, New York 10013
United States of America
Attn: Liability Management Group
Collect: +1 (212) 723-6106
Toll-Free: +1 (800) 558-3745
Email: [email protected]

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States of America

Attn: Latin America Debt Capital Markets
Collect: +1 (212) 834-7279
Toll-Free: +1 (866) 846-2874

The Tender and Information Agent for the Offer is:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
United States of America
Attn: Corporate Actions


Banks and Brokers call: +1 (212) 430-3774
Toll free +1 (855) 654-2014
Email: [email protected]
Offer Website: https://www.gbsc-usa.com/dominican/


By facsimile:
(For Eligible Institutions only):
+1 (212) 430-3775/3779


Confirmation:
+1 (212) 430-3774



By Mail:

By Overnight Courier:

By Hand:

65 Broadway – Suite 404
New York, New York 10006
United States of America

65 Broadway – Suite 404
New York, New York 10006
United States of America

65 Broadway – Suite 404
New York, New York 10006
United States of America

Important Notice

This announcement is for informational purposes only. It is not complete and may not contain all the information that you should consider before tendering Existing Notes. You should read the entire Offer Document.

This announcement is not an offer to purchase for cash or a solicitation of invitations for offers to purchase for cash any Existing Notes. The distribution of materials relating to the Offer and the transactions contemplated thereby may be restricted by law in certain jurisdictions. The Offer is being made only by the Offer Document and in those jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make the Offer pursuant to the Offer Document, it has not distributed or forwarded the Offer Document or any other documents or materials relating to the Offer to any such person, and that it has complied with all laws and regulations applicable to it for purposes of participating in the Offer. Neither the Republic nor the Dealer Managers accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

The materials relating to the Offer, including this announcement, 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. This announcement and the Offering Document do not constitute an offer to buy or a solicitation of an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Managers or such affiliates on behalf of the Republic.

SOURCE The Dominican Republic

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