LUXEMBOURG, Aug. 3, 2020 /PRNewswire/ -- On July 28, 2020, Ecuador Social Bond S.à r.l (the "Company") commenced a solicitation of the consents ("Consents") of holders ("Holders") of the 2.60% Class A Social Notes due 2035 (the "Class A Notes") and the Zero Coupon Class B Social Notes due 2035 (the "Class B Notes"; together with the Class A Notes, individually, a "S.à r.l Note" and collectively, the "S.à r.l Notes"), which are governed by the trust indenture dated as of January 30, 2020 (the "S.à r.l Notes Indenture").
The Company announced today that it is extending the deadline to deliver Consents from 5:00 p.m., Central European Summer Time (11:00 a.m., New York City time), on August 3, 2020 (the "Old Expiration Time") to 5:00 p.m., Central European Summer Time (11:00 a.m., New York City time), on Thursday August 6, 2020 the (the "New Expiration Time"). As set forth in the consent solicitation statement dated July 28, 2020 (the "Consent Solicitation Statement"), the Company reserved the right to extend the Old Expiration Time in its sole discretion and further reserves the right to extend the New Expiration Time in its sole discretion. Consents will continue to be irrevocable, except under limited circumstances. By delivering a Consent at or prior to the New Expiration Time and not revoking, if applicable, such Consent, each Holder agrees to direct us to give our consent to the Ecuador Social Bond Modifications, subject to the receipt of Requisite Consents. The terms of the Consent Solicitation Statement are not otherwise modified by the announcement of the New Expiration Time. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Consent Solicitation Statement.
On July 31, 2020, the Republic of Ecuador (the "Republic") notified us that it was extending the deadline for us to consent to certain modifications (the "Ecuador Social Bond Modifications") relating to the Company's interest as the sole holder of the Republic of Ecuador's U.S. $400,000,000 7.25% Ecuador Social Bonds due 2035 issued by the Republic of Ecuador pursuant to an indenture dated January 30, 2020 (the "Ecuador Social Bonds Indenture"). The Republic has given us until 5:00 p.m., Central European Summer Time (11:00 a.m., New York City time), on August 7, 2020 to consent to the Ecuador Social Bond Modifications. Since our consent to the Ecuador Social Bond Modifications is contingent upon us receiving the consent of the Majority Holders under this Consent Solicitation, the Company has decided to announce the New Expiration Time so that the deadline to deliver Consents under this Consent Solicitation is consistent with the new deadline that the Republic has given us to consent to the Ecuador Social Bond Modifications.
We are not offering to pay a fee to any Holder in connection with this Consent Solicitation, as extended.
We reserve the right to waive or modify any term of, or terminate, the Consent Solicitation at any time and in our sole discretion. We reserve the right in our sole discretion to reject any and all Consents with respect to the S.à r.l Notes.
Identifiers for the S.à r.l Notes consist of ISINs:
- Class A Notes: XS2106052827 / XS2106052405;
- Class B Notes: XS2106053635 / XS2106053551.
This announcement is for informational purposes only and is not a solicitation of consents of any Holders of S.à r.l Notes. The solicitation of consents of Holders of S.à r.l Notes is only being made pursuant to the Consent Solicitation. Each Holder of S.à r.l Notes should read the Consent Solicitation Statement carefully prior to making any decision with respect to providing its consent because it contains important information.
The Company will make (or cause to be made) all further announcements regarding the Consent Solicitation by press release in accordance with applicable law.
We have not registered the Consent Solicitation or the S.à r.l Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The Consents may not be solicited in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Consents are being solicited only from holders of the S.à r.l Notes that are (1) "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs"), (2) "institutional accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act ("IAI"), and (3) outside the United States, in compliance with Regulation S under the Securities Act.
In connection with this Consent Solicitation, Citigroup Global Markets Inc. is acting as Consent Solicitation Agent (the "Consent Solicitation Agent") and Global Bondholder Services Corporation is acting as Information and Tabulation Agent (the "Information and Tabulation Agent").
For the avoidance of doubt, the proposed Ecuador Social Bond Modifications are not being proposed by us, the trustee of the S.à r.l Notes Indenture, the Consent Solicitation Agent or the Information and Tabulation Agent; you are being asked pursuant to the S.à r.l Notes Indenture to permit us to approve the modifications to the Ecuador Social Bond Indenture by the Ecuador Social Bond Modifications.
The proposed Ecuador Social Bond Modifications are proposed by the Republic in connection with its Ecuador Social Bonds. Because we are the 100% holder of the Ecuador Social Bonds, the Republic has requested our consent in the Ecuador Social Bond Consent.
None of the Company, the Consent Solicitation Agent, the trustee of the S.à r.l Notes Indenture, the Information and Tabulation Agent, or any of their respective directors, employees, affiliates, agents or representatives makes any recommendation as to whether Holders should deliver Consents pursuant to the Consent Solicitation, as extended, and no one has been authorized by any of them to make such a recommendation. Each Holder must make its own decision as to whether to give a Consent.
The Consent Solicitation Statement is available from the Information and Tabulation Agent.
The Information and Tabulation Agent for the Consent Solicitation
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (866)-470-3800
By facsimile:
(212) 430-3775/3779
Confirmation:
(212) 430-3774
Email: [email protected]
If you have any questions about the Consent Solicitation, as extended, you should contact Citigroup Global Markets Inc. or Global Bondholder Services Corporation at their respective addresses and telephone numbers. Requests for copies of the Consent Solicitation Statement may be directed to the Information and Tabulation Agent.
The Consent Solicitation Agent
Citigroup Global Markets Inc.
388 Greenwich Street, 7th Floor
New York, New York 10013
Attn: Liability Management Group
Toll Free:+1-800-558-3745
Collect: +1-212- 723-6106
Ecuador Social Bond S.à r.l.
c/o TMF Luxembourg S.A.
46A, Avenue J.F. Kennedy,
L-1855 Luxembourg
Tel: +352 42 71 711
Attention: the Board of Managers
SOURCE Ecuador Social Bond S.à r.l
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