Filed Pursuant to Rule 433
Registration Nos. 333-223463 and 333-270970
REPUBLIC OF URUGUAY – ANNOUNCEMENT OF TENDER OFFER
FREE WRITING PROSPECTUS
FOR IMMEDIATE RELEASE
Tuesday, July 11, 2023
MONTEVIDEO, URUGUAY —
Tender Offer
The Republic of Uruguay (“Uruguay”) announced today the commencement of an offer to purchase for cash (the “Tender Offer”) bonds of each series of Global Bonds listed in the table below (collectively, the “Old Bonds” and each Old Bond, a “series” of Old Bonds) such that the aggregate Purchase Price to be paid for the Old Bonds tendered and accepted for purchase pursuant to the Tender Offer is equal to a maximum purchase amount for each series to be determined by Uruguay in its sole discretion (the “Maximum Purchase Amount”). The terms and conditions of the Tender Offer are set forth in the offer to purchase, dated Tuesday, July 11, 2023 (the “Offer to Purchase”).
The Tender Offer is not conditioned upon any minimum participation of any series of Old Bonds but is conditioned, among other things, on the pricing, but not the closing, of the issuance of Uruguay’s new Peso-denominated Global Bonds maturing in 2033 (the “New Bonds”) in an amount, with pricing and on terms and conditions acceptable to Uruguay in its sole discretion, with pricing terms expected to be announced at or around 2:00 p.m., New York time on Tuesday, July 11, 2023 (the “New Bonds Offering”).
The Tender Offer will commence at or around 8:00 a.m., New York time, on Tuesday, July 11, 2023 and, unless extended or earlier terminated, (i) expire at 12:00 noon, New York time, on Tuesday, July 11, 2023 for non-preferred tenders (the “Non-Preferred Tender Period”), and (ii) expire at 2:00 p.m., New York time, on Tuesday, July 11, 2023 for preferred tenders (the “Preferred Tender Period”). The settlement of the Tender Offer is scheduled to occur on Monday, July 17, 2023 (the “Tender Offer Settlement Date”). The purchase price to be paid per Ps. 1,000 principal amount of each series of Global Ps. Bonds, per US$1,000 original principal amount of each series of Global USD Bonds and per Ps. 1,000 nominal principal amount of each series of Global UI Bonds tendered and accepted pursuant to the Tender Offer will be equal to the fixed price indicated in the table below (the “Purchase Price”). Notwithstanding the prior sentence, the amount to be paid for tendered 2024 USD Bonds will be the Purchase Price times the Amortization Factor (as defined below) applied to the “original principal amount” of such 2024 USD Bonds. Holders whose Old Bonds are accepted in the Tender Offer will also receive any accrued and unpaid interest from, and including, the last interest payment date for such Old Bonds up to, but excluding, the Tender Offer Settlement Date (the “Accrued Interest”). Accrued Interest for Preferred and Non-Preferred Tender Orders will be payable in cash.
Global Ps. Bonds | Outstanding Principal Amount as of Monday, July 10, 2023 | ISIN | CUSIP | Common Code | Purchase Price (per Ps.1,000 Principal Amount) (1) (2) | |||||||||||||||
8.500% Global Ps. Bonds due 2028 (“2028 Ps. Bonds”) | Ps. | 31,603,000,000 | | US760942BC54 / USP80557BV53 | | | 760942 BC5 / P80557 BV5 |
| | 168332475 / 168332521 |
| Ps. | 963.75 | |||||||
8.250% Global Ps. Bonds due 2031 (“2031 Ps. Bonds”) | Ps. | 51,332,112,000 | US917288BM35 | 917288 BM3 | 234586351 | Ps. | 933.75 | |||||||||||||
Global USD Bonds | Outstanding Principal Amount as of Monday, July 10, 2023 | ISIN | CUSIP | Common Code | Purchase Price (per US$1,000 Original Principal Amount)(2) | |||||||||||||||
4.500% Global Bonds due 2024 (“2024 USD Bonds”) | US$ | 626,958,314 | (6) | US760942AZ58 | 760942AZ5 | 096139942 | US$ | 1,000.00 | (7) | |||||||||||
6.875% Global Bonds due 2025 (“2025 USD Bonds”) | US$ | 175,369,620 | US760942AX01 | 760942AX0 | 045490688 | US$ | 1,022.50 | |||||||||||||
4.375% Global Bonds due 2027 (“2027 USD Bonds”) | US$ | 1,425,609,956 | US760942BB71 | 760942BB7 | 131158840 | US$ | 993.50 | |||||||||||||
Global UI Bonds | Outstanding Nominal Principal Amount as of Monday, July 10, 2023 | ISIN | CUSIP | Common Code | Nominal Purchase Price (per Ps.1,000 Principal Amount)(1) (2) (3) | |||||||||||||||
4.250% Global UI Bonds due 2027 (“2027 UI Bonds”)(4) | Ps. | 9,914,541,000 | US760942AU61 | 760942AU6 | 029507929 | Ps. | 1,035.00 | |||||||||||||
4.375% Global UI Bonds due 2028 (“2028 UI Bonds”)(5) | Ps. | 32,848,290,345 | US917288BD36 | 917288BD3 | 071903796 | Ps. | 1,058.75 | |||||||||||||
| (1) | The Purchase Price and Accrued Interest of the Global Ps. Bonds and Global UI Bonds shall be converted into U.S. dollars at an exchange rate of Ps.37.8819 to US$1.00. |
| (2) | In addition, investors will receive Accrued Interest, as described above. |
| (3) | The nominal principal amount of Global UI Bonds validly tendered and accepted will be adjusted by a factor (the “Adjustment UI Factor”) to reflect the increase of the UI Index from the issuance date of the Old Bonds to the Settlement Date, which is expected to be Monday, July 17, 2023. As of the expected Settlement Date, (i) the Adjustment UI Factor for the 2027 UI Bonds would be 3.54399, which is the ratio of 5.8125, the value of the UI index at the Settlement Date, over 1.6401, the value of the UI index at the time of the issuance of the 2027 UI Bonds and (ii) the Adjustment UI Factor for the 2028 UI Bonds would be 2.51395, which is the ratio of 5.8125, the value of the UI index at the Settlement Date, over 2.3121, the value of the UI index at the time of the issuance of the 2028 UI Bonds. |
| (4) | The principal amount of the 2027 UI Bonds outstanding, as adjusted by the Adjustment UI Factor is Ps.35,137,034,158.59. |
| (5) | The principal amount of the 2028 UI Bonds outstanding, as adjusted by the Adjustment UI Factor is Ps.82,578,959,512.81. |
| (6) | The aggregate principal amount outstanding of the 2024 USD Notes reflects the original principal amount of the 2024 USD Notes multiplied by an amortization factor of 0.66666667 (the “Amortization Factor”). |
| (7) | The amount to be paid for tendered 2024 USD Bonds will be US$1,000.00 times the original principal amount of such 2024 USD Bonds multiplied by the Amortization Factor. |
Tender Orders (as defined below) made by holders of any series of Old Bonds who have submitted a corresponding Indication of Interest (as defined in the Offer to Purchase) for the New Bonds prior to the New Bonds Pricing Time (as defined in the Offer to Purchase) will be accepted before any other Tender Orders of such series of Old Bonds.
During the Non-Preferred Tender Period or Preferred Tender Period, as applicable, a holder of Old Bonds may place orders to tender Old Bonds (“Tender Orders”) only through one of the Dealer Managers (as defined below). Holders will NOT be able to submit tenders through Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking, société anonyme (“Clearstream”) or the Depository Trust Company (“DTC”) systems. If a holder does not have an account with a Dealer Manager, such holder may place a tender offer through any broker, dealer, commercial bank, trust company, other financial institution or other custodian that it customarily uses that has an account with a Dealer Manager. Your broker must contact one of the Dealer Managers to submit a Tender Order on your behalf.
Itau BBA USA Securities, Inc., as the billing and delivery bank for the Tender Offer (in such capacity, the “Billing and Delivery Bank”), will consolidate all Tender Orders and, upon instruction of Uruguay, accept Old Bonds for purchase pursuant to the Tender Offer, subject to proration as described in the Offer to Purchase, at or around 8:00 a.m., New York time, on Wednesday, July 12, 2023 or as soon as possible thereafter.
The Tender Offer is subject to Uruguay’s right, at its sole discretion and subject to applicable law, to instruct the Billing and Delivery Bank to extend, terminate, withdraw, or amend the Tender Offer at any time. Each of Uruguay and the Billing and Delivery Bank reserves the right, in the sole discretion of each of them, not to accept any Tender Orders for any reason. Tender Orders by a holder of Old Bonds must be in permitted tender amounts as set forth in the Offer to Purchase. Tender Orders that are not for Permitted Tender Amounts will not be accepted.
There is no letter of transmittal or guaranteed delivery procedure in connection with this Tender Offer. If you hold Old Bonds through DTC, they must be delivered to the Billing and Delivery Bank for settlement no later than 3:00 p.m., New York time, on the Tender Offer Settlement Date. If you hold Old Bonds through Euroclear or Clearstream, the latest process you can use to deliver your Old Bonds to the Billing and Delivery Bank is the overnight process, one day prior to the Tender Offer Settlement Date; you may not use the optional daylight process. Failure to deliver Old Bonds on time may result (i) in the cancellation of your tender and in you becoming liable for any damages resulting from that failure, (ii) in the case of Preferred Tenders (a) in the cancellation of any allocation of New Bonds in the New Bonds Offering in respect of your related Indication of Interest and/or (b) in the cancellation of your tender and in your remaining obligation to purchase your allocation of New Bonds in respect of your related Indication of Interest and/or (iii) in the delivery of a buy-in notice for the purchase of such Old Bonds, executed in accordance with customary brokerage practices for corporate fixed income securities. Any holder whose tender is cancelled will not receive the Purchase Price or Accrued Interest. Holders will not have withdrawal rights with respect to any tenders of Old Bonds in the Tender Offer. Old Bonds accepted for purchase will be settled on a delivery versus payment basis with the Billing and Delivery Bank on the Tender Offer Settlement Date in accordance with customary brokerage practices for corporate fixed income securities.
All Old Bonds that are tendered pursuant to Tender Orders placed through a Dealer Manager and accepted will be purchased by the Billing and Delivery Bank in such amounts as Uruguay shall determine and subject to the terms and conditions of the Offer to Purchase. Subject to the terms and conditions of the Offer, only the Billing and Delivery Bank will be liable for the payment of the Purchase Price and Accrued Interest for Old Bonds validly tendered and accepted as instructed by Uruguay, as described in the Offer to Purchase. Uruguay will not be liable under any circumstances for any payment of the Purchase Price and Accrued Interest to the holders of Old Bonds tendered in the Tender Offer. The Billing and Delivery Bank shall not be liable for payments to any holder of Old Bonds validly tendered and accepted for purchase if such holder fails to deliver such Old Bonds at or prior to the deadlines ahead of the settlement of the Tender Offer as described in the Offer to Purchase.
2
The Offer to Purchase may be downloaded from the Information Agent’s website at https://projects.morrowsodali.com/uruguay or obtained from the Information Agent, Morrow Sodali International LLC, Ludlow Street, South Tower, Stamford, CT 06902 (Email: uruguay@investor.morrowsodali.com, Telephone: +1 203 609 4910 (Stamford) / +44 20 4513 6933 (London), Attention: Debt Services Team, or from any of the Dealer Managers.
The Dealer Managers for the Tender Offer are:
BofA Securities, Inc. One Bryant Park, 9th Floor New York, New York 10036 United States Attention: Liability Management In the United States, call toll-free: +1 800-292-0070 Outside the United States, call collect: +1 646-855-8988 | Citigroup Global Markets Inc. 388 Greenwich Street, 4th Floor Trading New York, NY 10013 Call Collect: (212) 723-6106 US Toll-Free: (800) 558-3745 Email: ny.liabilitymanagement@citi.com | Itau BBA USA Securities, Inc. 540 Madison Avenue, 24th Floor New York, New York 10022 United States of America Attention: DCM Collect: +1 (212) 710-6749 |
Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.
Uruguay has filed a registration statement (including prospectus supplement and the prospectus) with the SEC for the New Bonds Offering and the issuance of New Bonds. Before you invest, you should read the prospectus in the registration statement and other documents that Uruguay has filed with the SEC for more complete information about Uruguay and such offering. You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov.
The following additional information of Uruguay is available from the SEC website and also accompanies this press release:
https://www.sec.gov/Archives/edgar/data/102385/000119312523167691/0001193125-23-167691-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312523181975/0001193125-23-181975-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312523182065/d511752dsba.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312523184255/0001193125-23-184255-index.htm
| Contact information: | Morrow Sodali International LLC Attention: Debt Services Team 333 Ludlow Street, South Tower Stamford, CT 06902 Email: uruguay@investor.morrowsodali.com Telephone: +1 203 609 4910 (Stamford) / +44 20 4513 6933 (London) Offer Website: https://projects.morrowsodali.com/uruguay |
Important Notice
This announcement is not an offer to purchase or a solicitation of an offer to sell the Old Bonds. The Tender 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.
The distribution of materials relating to the New Bonds Offering and the Tender Offer, and the transactions contemplated by the New Bonds Offering and Tender Offer, may be restricted by law in certain jurisdictions. Each of the New Bonds Offering and the Tender Offer is made only in those jurisdictions where it is legal to do so. The New Bonds Offering and the Tender Offer are void in all jurisdictions where they are prohibited. If materials relating to the New Bonds Offering or the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the New Bonds Offering and the Tender Offer 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 New Bonds Offering or the Tender 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 New Bonds Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as “holders.”
3
Stabilization/FCA
No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in any Member State of the European Economic Area (“EEA”). 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 Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (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; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling any securities or otherwise making them available to retail investors in the EEA has been prepared and therefore any offering or selling of any securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). 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 European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“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; or (iii) an investor who is not a qualified investor as defined in Article 2 of the UK Prospectus Regulation, and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities. Consequently, no key information document required by the PRIIPs Regulation, as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”), for offering or selling securities or otherwise making them available to retail investors in the UK has been prepared and therefore any offering or selling of securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
The expression “UK Prospectus Regulation” means the Prospectus Regulation, as it forms part of UK domestic law by virtue of the EUWA.
Neither this communication nor any other offer material relating to the Tender Offer is being made, and this communication has not been approved, by an authorized person for the purposes of section 21 of the FSMA. This announcement is for distribution only to persons who (i) are outside the UK; (ii) 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”); (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order; or (iv) 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”). This announcement 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.
* * *
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
4
