The Plurinational State of Bolivia Announces Extension of Invitation for Offers to Purchase and Offers to Exchange its 2022 Notes, 2023 Notes and 2028 Notes

LA PAZ, Bolivia, Feb. 16, 2022 /PRNewswire/ — The Plurinational State of Bolivia (“Bolivia“) announced today the extension 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 together with the related eligibility letter and certification letter, the “Invitation Materials”). Capitalized terms not defined in this communication have the meanings specified in the Invitation Materials.

Bolivia has decided to extend the Expiration Deadline and other key dates and times in relation to the Offers. The New Notes Terms Announcement has been extended to 9:00 a.m., February 22, 2022. The Expiration Deadline has been extended to 9:00 a.m., February 23, 2022, after which time Offers may not be withdrawn. The Announcement Date had been extended to at or about 4:00 p.m., February 23, 2022. The Settlement Date has been extended to March 2, 2022.

The Invitation is not conditioned upon any minimum participation of any series of Old Notes but is conditioned, among other things, on the pricing and closing of an international capital markets transaction in an amount acceptable to Bolivia whereby Bolivia expects to issue and sell for cash of one or more new series of notes (collectively, the “New Notes”). Any such 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.

The purchase price for the Old Notes of each series validly tendered and accepted for purchase or exchange, as applicable, pursuant to the Invitation will be the fixed price indicated in the table below per each original U.S.$1,000 principal amount of Old Notes (the “Purchase Price”). Holders whose Old Notes are validly tendered and accepted for purchase or exchange, as applicable, will also receive any accrued and unpaid interest, in cash, on such Old Notes up to (but excluding) the Settlement Date.

Old Notes

Outstanding Principal Amount as of
February 10, 2022

CUSIP/
ISIN (144A)

 

CUSIP/

ISIN (Reg S)

Purchase Price per Original U.S.$1,000 Principal Amount

Offers to Exchange
(Bolivian Entity Offerees only)(1)(2)

Offers to Purchase
(non-Bolivian Eligible Holders only)(3)

4.875% Notes due 2022 (the “2022 Notes”)

U.S.$500,000,000

29731Q AA5 / US29731QAA58

P37878 AA6 / USP37878AA69

U.S.$1,025.00  

U.S.$1,025.00

5.950% Notes due 2023 (the “2023 Notes”)

U.S.$500,000,000

29731Q AB3 / US29731QAB32

P37878AB4 / USP37878AB43

U.S.$1,053.00

U.S.$1,053.00

4.500% Notes due 2028 (the “2028 Notes”)

U.S.$1,000,000,000

29731Q AC1 / US29731QAC15

P37878 AC2 / USP37878AC26

U.S.$898.00

U.S.$898.00


(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.  


(2) Bolivian Entity Offerees are subject to 25% income tax capital gains, which would be calculated pursuant to the year-end profit and loss statement and such Bolivian Entity Offerees’ annual income tax statement. Bolivia will not gross up such Bolivian Entity Offerees for any such income tax payments. See “Risk Factors—Risks Related to the Offers—A Portion of the payments pursuant to the Offers to Purchase will be subject to Bolivian withholding tax” and “Taxation—Bolivian Income Tax Consequences” in the Invitation.


(3) Non-Bolivian Eligible Holders are only eligible to participate in the Offers to Purchase and are subject to withholding tax of 12.5% on the difference between the price to be paid by Bolivia and the original issue price of the applicable series of Old Notes. Bolivia will (A) pay a gross price of (i) U.S.$1,028.57 per $1,000 principal amount for the 2022 Notes; (ii) U.S.$1,063.72 per $1,000 principal amount on the 2023 Notes; and U.S.$898.00 per $1,000 principal amount on the 2028 Notes and (B) withhold tax of (i) U.S.$3.57 per $1,000 principal amount on the 2022 Notes; (ii) U.S.$10.72 per $1,000 principal amount on the 2023 Notes; and U.S.$0.00 on the 2028 Notes.  As a result, Non-Bolivian Eligible Holders, whose Old Notes are validly tendered and accepted for purchase by Bolivia will receive the Purchase Price for the applicable series of Old Notes, which represents the net amount to be received by such Non-Bolivian Eligible Holders. See “Risk Factors—Risks Related to the Offers–A Portion of the payments pursuant to the Offers to Purchase will be subject to Bolivian withholding tax.” and “Taxation—Bolivian Income Tax Consequences.” in the Invitation.

Eligible holders of Old Notes must tender Old Notes by requesting that the direct participant through which the holder holds its Old Notes submit, at or prior to the Expiration Time, such holder’s offer to tender their Old Notes (an “Offer”), by properly instructing The Depository Trust Company, Inc. (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking Luxembourg, société anonyme (“Clearstream, Luxembourg“), as applicable, in accordance with the procedures and deadlines established by such clearing system. Any holder that holds Old Notes through a custodian cannot submit an Offer directly and should instead contact its custodian to instruct the direct participant to submit an Offer on its behalf. There is no letter of transmittal for the Invitation. The deadlines set by custodians or direct participants for the submission of tender instructions to DTC may be earlier than the Expiration Time. Tenders must be submitted through DTC’s ATOP system in accordance with the deadlines and procedures established by DTC. The acceptance of any Offers forwarded to DTC outside these deadlines will be in the sole discretion of Bolivia. 

The total purchase price (the “Total Purchase Price”) for an amount of Old Notes tendered for purchase or exchange, as applicable, will equal the principal amount of such Old Notes tendered, multiplied by the applicable Purchase Price, plus accrued and unpaid interest on such Old Notes to (but excluding) the Settlement Date. If the Total Purchase Price for all validly tendered Old Notes, not including accrued and unpaid interest (the “Tendered Principal Purchase Price”) would exceed the Maximum Aggregate Purchase Price, Bolivia will, in its sole discretion, select one or more series of Old Notes to be prorated on the basis of the same or different proration factors. If Bolivia accepts all or a portion of a holder’s Offer of Old Notes of any series, the holder will be entitled to receive for such Old Notes the applicable Total Purchase Price, which will be paid on the Settlement Date, if the conditions of the Invitation are met.

If there is proration, Bolivia will multiply the principal amount of each valid tender of the relevant series of Old Notes by the applicable proration rate and round the resulting amount down to the nearest U.S.$1,000 principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offer. If, however, such Eligible Holder would be entitled to receive less than U.S.$200,000 principal amount of New Notes, the Eligible Holder’s tender will be rejected in full, no cash will be paid for accrued and unpaid interest and the Old Notes subject to this tender will be returned to the Eligible Holder.  Accordingly, tenders of Old Notes may not be accepted in whole or in part as a result of proration.

Bolivia reserves the right, in its sole discretion, not to accept any or all Offers, to modify the applicable Purchase Price for any or all series of Old Notes in any of the Offers in accordance with the terms and conditions described in the Invitation Materials, or to terminate the Invitation for any reason. In the event of a termination of the Invitation, the tendered Old Notes will be returned to the holder.

Subject to the following paragraph, only Eligible Holders who have returned a duly completed eligibility letter certifying that they are Bolivian Entity Offerees are authorized to receive and review the Offer Materials and to participate in the Offers to Exchange. The eligibility letter can be accessed at the following link: https://gbsc-usa.com/eligibility/bolivia_exchange.

Eligible Holders who are not Bolivian Entity Offerees may still receive and review the Invitation if they have returned a duly completed Certification Letter certifying that:

  • it is the beneficial owner, or is acting on behalf of a beneficial owner, of the securities that are subject to the Offers to Purchase, and
  • it acknowledges and agrees that (i) it will only use and rely on this Invitation in connection with such person’s potential participation in the Offers to Purchase (as defined below), and (ii) it is not eligible to participate, and will not participate, in the Offers to Exchange.

The certification letter can be accessed at the following link: https://gbsc-usa.com/eligibility/bolivia_tender.

Holders who have submitted a valid Eligibility Letter do not need to submit a Certification Letter to receive and review this Invitation.

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.

Holders that submit a valid eligibility letter or certification letter are referred to herein as “Eligible Holders.”

The Invitation Materials may be downloaded from the website of Global Bondholder Services Corporation (the “Information, Tender and Exchange Agent”) 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, at 65 Broadway – Suite 404, New York, New York 10006, (Tel. (212) 430-3774, Toll free: +1 (855) 654-2015) Attention: Corporate Actions, or from any of the Dealer Managers.

The Dealer Managers for the Invitation are:

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

United States of America

Attention: Liability Management Group

Toll-Free: (888) 292-0070

Collect: (646) 855-8998

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

United States of America

Attn: Liability Management Group

Collect: (212) 357-1452

Toll-Free: (800) 828-3182

J.P. Morgan Securities LLC

383 Madison Ave

New York, NY 10179

United States of America

Attn: Latin America Debt Capital Markets

Collect: (212) 834-7279

Toll-free: (866) 846-2874

Questions regarding the Invitation may be directed to the Dealer Managers at the above contact information.

Contact information:

Global Bondholder Services Corporation
Attention: Corporate Actions
65 Broadway – Suite 404
New York, NY 10006
Banks and Brokers call: +1 (212) 430-3774
Toll free: +1 (855) 654-2015
website: 
https://gbsc-usa.com/eligibility/bolivia_exchange
https://gbsc-usa.com/eligibility/bolivia_tender

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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