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Republic of Uruguay - Tender Offer - Launch

REPUBLIC OF URUGUAY – ANNOUNCEMENT OF TENDER OFFER

11 JULY 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"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.




(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.


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