The Government of Barbados Announces the Final Results of its Offer to Purchase for Cash its Notes Listed Below | PR Newswire

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

BRIDGETOWN, Barbados, Sept. 19, 2022 /PRNewswire/ — The Government of Barbados (the “Offeror“) announces today the final results of its offer (the “Offer“) to holders (the “Noteholders“) of its outstanding (i) U.S.$530,595,100.00 6.500% Notes due 2029 (of which U.S.$530,583,900.00 is outstanding) (the “Notes“) to purchase for cash, at a price to be determined pursuant to a modified Dutch auction, up to U.S.$70,000,000.00 (including accrued, but unpaid interest) of the Notes in aggregate tender consideration (the “Maximum Aggregate Consideration Amount“) on the terms and subject to the conditions set forth in the tender offer memorandum dated 9 September 2022 (the “Tender Offer Memorandum“).

The Offeror has, pursuant to the terms set forth in the Tender Offer Memorandum, increased the Maximum Aggregate Consideration Amount to U.S.$74,013,260.94 (including accrued, but unpaid interest) of the Notes in aggregate tender consideration.

The Offer was made upon the terms and subject to the conditions set forth in the Tender Offer Memorandum. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

Final Results

The table below sets forth information with respect to the Notes that were validly tendered at or prior to 5:00 p.m., New York City time on 15 September 2022 (the “Expiration Deadline“) and the final amounts that the Offeror will accept for purchase pursuant to the Offer (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date and the other terms and conditions described in the Tender Offer Memorandum). The Offer expired at the Expiration Deadline, and no further Notes may be tendered for purchase pursuant to the Offer.

 

Maximum Acceptance Amount Applicable to the Offer: U.S.$74,013,260.94

 

Description of the Notes

ISIN/CUSIP

Outstanding Principal Amount

Aggregate Principal Amount Validly Tendered

Acceptance Amount (face value)

Purchase Price

Maximum Aggregate Consideration Amount 

U.S.$530,595,100.00 6.500% Notes due 2029

Rule 144A Notes: ISIN: US067070AH54 CUSIP: 067070AH5 and Regulation S Notes: ISIN: USP48864AQ80 / CUSIP:  P48864AQ8

U.S.$530,583,900.00

U.S.$169,771,300.00

U.S.$77,647,600.00

U.S.$92.25 per U.S.$100 principal amount of the Notes accepted for purchase

U.S.$74,013,260.94 (including accrued but unpaid interest)

 

The Offeror announces that it accepted for purchase (i) all Notes tendered pursuant to valid Non-Competitive Offers with no pro rata scaling and (ii) all Notes tendered pursuant to valid Competitive Offers up to and including the Purchase Price with no pro rata scaling, each subject to the rounding and adjustment provisions set forth in the Tender Offer Memorandum. Notes tendered at a purchase price above the Purchase Price have not been accepted for purchase.

Tender Consideration

The Offeror will pay for the Notes accepted by it for purchase pursuant to the Offer, a purchase price equal to U.S.$92.25 per U.S.$100 in principal amount of such Notes and will also pay the Accrued Interest Payment in respect of such Notes. The tender consideration that the Offeror will pay to Noteholders for the Notes tendered in the Offer and accepted for purchase will be the aggregate of (x) an amount calculated on the basis of the Purchase Price and the original nominal amount of Notes accepted for purchase and (y) an amount in cash equivalent to the Accrued Interest (together, the “Tender Consideration“).

On the basis of the nominal amount of the Notes accepted by the Offeror as indicated in the table above, the aggregate Tender Consideration will be U.S.$74,013,260.94 (which includes the aggregate Accrued Interest Payment of U.S.$2,383,349.94).

Payment of Tender Consideration

Payment of the Tender Consideration for the Notes accepted for purchase pursuant to the  Offer is expected to be made on the Settlement Date, as described in the Tender Offer Memorandum (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date and the other terms and conditions described in the Tender Offer Memorandum and subject to change without notice).

Conditions to the Offer

The Offeror is not under any obligation to accept any tender of Notes for purchase pursuant to the Offer. Tenders of Notes for purchase may be rejected in the sole discretion of the Offeror for any reason and the Offeror is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. For example, tenders of Notes for purchase may be rejected if the Offer is terminated, if the New Financing Condition is not satisfied or if the Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason. Subject to the New Financing Condition being satisfied or waived, no assurance can be given that any Offer will be completed. In addition, the Offeror may, in its sole and absolute discretion, waive any of the conditions to the Offer after this announcement.

New Financing Condition

The Offeror intends to execute, as borrower, a multicurrency term facility agreement arranged by Credit Suisse International as Global Lead Arranger and FirstCaribbean International Bank (Barbados) Limited as Domestic Lead Arranger and Facility Agent on 20 September 2022. Whether the Offeror will accept and settle the purchase of the Notes validly tendered in the Offer is conditioned upon (unless such condition is waived by the Offeror in its sole and absolute discretion) the successful satisfaction of any conditions precedents therein or such other financing as the Offeror may determine on terms acceptable to it (in each case as determined by the Offeror in its sole and absolute discretion) (the “New Financing Condition“). Even if the New Financing Condition is satisfied, the Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer.

Each of the foregoing conditions is for the sole benefit of the Offeror and may only be waived by the Offeror, in whole or in part, at any time and from time to time, in its discretion. Any determination by the Offeror concerning the conditions set forth above (including whether or not any such condition has been satisfied or waived) will be final and binding upon the Noteholders, the Information and Tender Agent and all other persons.

As described in the Tender Offer Memorandum, Notes repurchased following completion of the Offer may only be cancelled by the Offeror on or after 1 October 2024. Prior to 1 October 2024, the Offeror may hold, reissue or resell the repurchased Notes. A proposal to cancel the Notes prior to 1 October 2024 would require an extraordinary resolution of the Noteholders to be passed.

Notes that are not tendered or accepted for purchase pursuant to the Offer will remain outstanding.

Disclaimer

This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Tender Offer Memorandum, and are subject to the Offer and distribution restrictions set out below and more fully described therein.

Further information

Credit Suisse Securities (USA) LLC and CIBC World Markets Corp. have been appointed by the Offeror to serve as dealer managers (the “Dealer Managers“) for the Offer. D.F. King (the “Information and Tender Agent“) has been appointed by the Offeror to act as the information and tender agent in connection with the Offer.

For additional information regarding the terms of the Offer, please contact Credit Suisse Securities (USA) LLC by telephone at (800) 820-1653; Collect: (212) 538-2147 and by email at Americas.LM@credit-suisse.com and CIBC World Markets Corp. by telephone at (212) 455-6427 and 1-800-282-0822 (toll free) by email at Andrew.W.Lee@cibc.com.

Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent D.F. King & Co., Inc. via:

Banks & Brokers Call: (212) 269-5550

Toll free: (866) 342-4881

Email: barbados@dfking.com

The Tender Offer Memorandum is expected to be distributed to Noteholders beginning today. A copy of the Tender Offer Memorandum is available on the tender offer website accessible at www.dfking.com/barbados.

Neither the Purchase Price nor the Tender Consideration, if paid by the Offeror with respect to the Notes accepted for purchase, will necessarily reflect the actual value of the Notes.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

In addition, each Noteholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in “Procedures for Participating in the Offer” of the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted. The acceptance of any tender shall not be deemed to be a representation or a warranty by any of the Offeror, the Dealer Manager or the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates that it has undertaken any such investigation and/or that any such representation to any person underwriting any such Notes is correct.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the FSMA). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing creditors of the Offeror within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been, or will be, submitted to or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on takeover bids (loi relative aux offres publiques d’acquisition/wet op de openbare overnamebiedingen), as amended or replaced from time to time.

Accordingly this announcement and the Tender Offer Memorandum, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium, other than those who qualify as qualified investors (investisseurs qualifiés/qekwalificeerde beleggers), within the meaning of Article 2, e), of the Prospectus Regulation acting on their own account. Accordingly, the information contained in the Tender Offer Memorandum or in any brochure or any other document or material relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium.

France

This announcement, Tender Offer Memorandum and any other documents or materials relating to the Offer are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Regulation in France. Each person in France who receives any communication in respect of the Offer contemplated in this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer will be deemed to have represented, warranted and agreed to and with the Dealer Managers and the Offeror that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

European Economic Area

In any European Economic Area (“EEA“) Member State, this announcement and the Tender Offer Memorandum are only addressed to, and are only directed at, “qualified investors” (as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation“)) in that Member State.

Each person in a Member State of the EEA who receives any communication in respect of the Offer contemplated in this announcement and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Offeror that it is a qualified investor within the meaning of the Prospectus Regulation.

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SOURCE Government of Barbados

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