PORT OF SPAIN, TRINIDAD AND TOBAGO, Sept. 5, 2023 — The Republic of Trinidad and Tobago (the “Republic”) today announced that it has commenced a cash tender offer (the “Offer”) for any and all of its outstanding 4.375% Notes due 2024 (the “Old Notes”). A comprehensive description of the terms of the Offer is included in the Republic’s Offer to Purchase, dated September 5, 2023 (the “Offer Document”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Offer Document.
The following table summarizes the material pricing terms of the Offer, which is being made upon, and is subject to, the terms and conditions set forth in the Offer Document.
|
Old Notes(1) |
Maturity Date |
Outstanding |
Purchase Price(3) |
ISIN |
CUSIP |
Common |
|
4.375% |
January 16, 2024 |
U.S.$ 550,000,000 |
U.S.$ 996.50 |
USP93960AF25 US896292AH25 |
P93960AF2 896292AH2 |
100656230 100658526 |
|
_____ |
|
|
(1) |
The Old Notes are admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. |
|
(2) |
May include Old Notes held by institutions and companies controlled by the Republic that have not been cancelled. |
|
(3) |
Per U.S.$1,000 principal amount of Old Notes validly tendered and not validly withdrawn. Holders whose Old Notes are validly tendered and not validly withdrawn pursuant to the Offer will also receive Accrued Interest. |
The Offer will expire at 5:00 p.m., New York City time, on September 12, 2023, unless extended or earlier terminated by the Republic (the “Expiration Deadline”). No tenders submitted after the Expiration Deadline will be valid. Tenders of Old Notes may be withdrawn any time at or prior to 5:00 p.m., New York City time, on September 12, 2023, by following the procedures described in the Offer Document.
The purchase price (the “Purchase Price”) offered for each $1,000 principal amount of the Old Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer is provided in the table above. In addition to the Purchase Price, holders who validly tender and do not validly withdraw Old Notes will receive an amount in cash equivalent to accrued and unpaid interest on Old Notes purchased up to, but not including, the Settlement Date (as defined below). The settlement date for Old Notes validly tendered and not validly withdrawn and accepted for purchase and delivered at or prior to the Expiration Deadline is expected to be September 14, 2023 (the “Settlement Date”).
Holders must validly tender (and not validly withdraw) their Old Notes at or prior to the Expiration Deadline, in accordance with the instructions set forth in the Offer Document in order to be eligible to receive the Purchase Price.
The Republic’s obligation to accept for purchase and to pay for the Old Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer Document, including, among others, the Republic’s completion of the offering and sale of new debt securities (the “New Notes Offering”) on terms acceptable to the Republic.
The Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering. The Republic reserves the right, subject to applicable law, in its sole discretion, to: (i) waive any and all conditions to the Offer at any time and from time to time; (ii) extend or terminate the Offer; or (iii) otherwise amend the Offer in any respect. The Republic is not soliciting consents from holders of securities in connection with the Offer.
Old Notes may be tendered and accepted for payment only in principal amounts equal to minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Holders who tender less than all of their Old Notes must continue to hold Old Notes in at least the Minimum Authorized Denomination of $200,000 principal amount.
Nothing contained in the Offer Document will prevent the Republic from exercising its rights to redeem, defease or satisfy or otherwise discharge its obligations with respect to all or a portion of Old Notes by depositing cash or securities with the trustee in accordance with the fiscal agency agreement governing the Old Notes.
The Republic has retained J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. to act as Dealer Managers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent (the “U.S. Tender Agent and Information Agent”) for the Offer. For additional information regarding the terms of the Offer, please contact: J.P. Morgan Securities LLC at (866) 846-2874 (toll free) or (212) 834-7279 (collect) and Scotia Capital (USA) Inc. at 1-833-498-1660 (toll free) or [email protected] (email). Requests for copies of the Offer Document and other related materials should be directed to Global Bondholder Services Corporation at [email protected] (email), 1-855-654-2014 (U.S. Toll Free), 1-212-430-3774 (Banks and Brokers).
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any Old Notes nor is this announcement an offer to sell or a solicitation of an offer to purchase new debt securities. The Offer is being made solely pursuant to the Offer Document, which set forth the complete terms and conditions of the Offer. The Offer is not being made to, nor will the Republic accept tenders of Old Notes from, holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
None of the Republic, the Dealer Managers, the trustee of the Old Notes or the U.S. Tender Agent and Information Agent makes any recommendation to any holder of Old Notes in connection with the Offer. Holders must make their own decisions as to whether to tender their Old Notes and, if so, the principal amount of Old Notes to tender.
Forward-Looking Statements
This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The Republic undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Press contact:
Mrs. Suzette Taylor Lee Chee
Permanent Secretary, Ministry of Finance
SOURCE The Republic of Trinidad and Tobago
