Republic of Suriname Announces Successful Settlement of Invitation

PARAMARIBO, Suriname, Dec. 6, 2023 /PRNewswire/ -- On October 23, 2023, the Republic of Suriname (the "Republic") announced that it invited Eligible Holders of its 9.875% Notes due 2023 (CUSIP Numbers 86886P AB8 and P68788 AB7; ISIN Numbers US86886PAB85 and USP68788AB70) (the "2023 Bonds") and 9.25% Notes due 2026 (CUSIP Numbers 86886P AA0 and P68788 AA9; ISIN Numbers US86886PAA03 and USP68788AA97) (the "2026 Bonds", and together with the 2023 Bonds, the "Eligible Bonds") to deliver instructions to exchange such Eligible Bonds for New Securities (as defined below) and to simultaneously consent to certain amendments to the Eligible Bonds (the "Invitation"), on the terms and subject to the conditions set forth in the invitation memorandum dated October 23, 2023. The Invitation expired at 5:00 pm, New York City time, on November 3, 2023 (the "Expiration").

Results of the Invitation

On November 6, 2023, the Republic announced that it had obtained the instructions and consents required to exchange and/or modify 100% of the aggregate principal amount outstanding of each series of Eligible Bonds for New Bonds and Oil-linked Securities to be issued by the Republic (together the "New Securities"), including the requisite consents needed to authorize and direct the Trustee under each series of Eligible Bonds to mandatorily exchange any Eligible Bonds of the relevant series that would remain outstanding after giving effect to the exchange offers for the relevant amounts of New Securities described in the Invitation (the "Proposed Modifications").

On November 10, 2023, the Republic and the relevant trustee executed the New Indentures and the ancillary documentation, and subject to settlement occurring, the terms of the New Securities would take effect as of such date (the "Effective Date").

Settlement Date, Effective Date

The Republic is pleased to announce that following the satisfaction of the Legal Opinion Condition (as defined in the Invitation) and the execution of the New Indentures and supplemental indentures between the Republic and the relevant trustee, settlement of the transaction occurred on December 6, 2023.

Upon settlement, all Eligible Bonds have been exchanged for New Securities, the Proposed Modifications have become effective, and the New Securities have been delivered to Eligible Holders, while all Eligible Bonds have been cancelled.

The New Indentures and the terms of the New Securities have been given effect as of the Effective Date. 

The New Securities

Pursuant to the terms of the Invitation, the Republic has issued (1) a new fixed income instrument representing an unsecured obligation of the Republic (the "New Bonds") and (2) a value recovery instrument in the form of an oil-linked security, which represents a payment obligation of the Republic which is contingent on the generation of royalty revenues from Block 58 offshore Suriname (the "Oil-linked Securities", and together with the New Bond, the "New Securities").

Holders of each series of Eligible Bonds were entitled to receive the specific consideration described in the Invitation, subject to rounding as described in the Invitation. The terms of the New Securities are described in full in the Invitation.

The New Bonds have been issued in an aggregate principal amount of U.S.$659,890,000 (after rounding), with an additional U.S.$10,000,000 of New Bonds issued as "Expense Reimbursement Bonds" that will be liquidated to cover a portion of the $5,925,000 of fees and expenses of the bondholder committee. The Oil-linked Securities have been issued in an aggregate notional amount of U.S.$314,553,000 (after rounding).

The New Bonds are identified by CUSIP 86886PAC6 (144A)/ISIN US86886PAC68 (144A) and CUSIP P68788AC5 (Reg S) / ISIN USP68788AC53 (Reg S). The Oil-linked Securities are identified by CUSIP 86886PAD4 (144A) / ISIN US86886PAD42 (144A) and CUSIP P68788AD3 (Reg S) / ISIN USP68788AD37 (Reg S).

Capitalized terms used but not defined in this announcement have the meanings specified in the Invitation.

This announcement is for informational purposes only and is not an invitation to exchange or a solicitation of consents of any holders of the 2023 Bonds or the 2026 Bonds. The exchange offer and consent solicitation has only been made pursuant to the Invitation. Eligible Holders should read the Invitation Memorandum carefully as it contains important information.

This announcement does not constitute an offer of the New Securities for sale in the United States, and the New Securities (if issued) will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and they may not be offered or sold within the United States or to U.S. persons unless so registered, or an exemption from the registration requirements of the Securities Act is available. This document does not constitute an offer of the New Securities for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale (if made) would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision.

No offer of any kind has been made to any beneficial owner of Eligible Bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the offer is not permitted by law.

The Invitation and this announcement is being directed only to beneficial owners of Eligible Bonds that are: (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (ii) (x) outside the United States as defined in Regulation S under the Securities Act, (y) if located within a member state of the European Economic Area (the "EEA") or the United Kingdom (the "UK"), a "qualified investor" as defined in Regulation (EU) 1129/2017 (as amended, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA") (the "UK Prospectus Regulation"), respectively, and (z) if outside the EEA or the UK, is eligible to receive the offer under the laws of its jurisdiction (each, an "Eligible Holder").

White & Case LLP and Lazard Freres are respectively acting as the Republic's legal and financial advisors.

Morrow Sodali Ltd. is the Information, Tabulation and Exchange Agent in connection with the Invitation.

NONE OF THE REPUBLIC, THE TRUSTEE, THE INFORMATION, TABULATION AND EXCHAANGE AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MAKES OR HAS MADE ANY RECOMMENDATION IN RELATION TO THE INVITATION, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION.

The Invitation will be available from the Information, Tabulation and Exchange Agent. The Information, Tabulation and Exchange Agent for the Invitation is:

Morrow Sodali Ltd.

Invitation Website: https://projects.morrowsodali.com/Suriname

Email: [email protected]

Requests for additional copies of the Invitation and other related documents may be obtained through the Invitation Website.

Republic of Suriname
acting through the Minister of Finance of the Republic
S.M. Jamaludinstraat 26
Paramaribo
Suriname

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SOURCE The Republic of Suriname