The Republic of Suriname (the “Republic”) announced today that it has amended its previously announced solicitation of consents (each a “Consent Solicitation”) and further extended the expiration date of each Consent Solicitation seeking to amend its 9.875% Notes due 2023 (the “2023 Notes”) and 9.25% Notes due 2026 (the “2026 Notes”). The Consent Solicitations seek to extend the temporary period of payment deferral under the 2023 Notes and the 2026 Notes to allow further time for the Republic to reach staff-level agreement with the IMF on a funded program and conduct orderly negotiations with its external creditors to define a sustainable and comprehensive treatment of the Republic’s external debt.
The amendment of the Consent Solicitations follows constructive engagement between the Republic and the advisors to the representative committee of holders of 2023 Notes and 2026 Notes (the “Committee”) and reflects the input of the Committee’s advisors on the terms of the Consent Solicitations. The Republic expects that the Committee will publicly support the terms of the amended Consent Solicitations and has extended the expiration date to provide members of the Committee and other bondholders additional time to deliver their consents through their custodians and clearing systems.
The Consent Solicitations, which were previously scheduled to expire at 5:00 p.m., New York City time, on April 8, 2021, will now expire at 5:00 p.m., New York City time on April 12, 2021, 2020, unless further extended by the Republic in its sole discretion (as so extended, the “Expiration Time”). All consents previously validly delivered will remain so delivered and no other action is required. Except as provided herein, all other terms, provisions and conditions of the Consent Solicitations remain unchanged.
The Republic is amending the Consent Solicitation Statements to modify the timing of the applicable Termination Trigger and re-affirm the Republic’s commitment only to reach agreement with the IMF staff on the macro-fiscal framework and policy commitments underpinning an IMF-supported program for Suriname after the Committee and/or its advisers have been provided (i) access to relevant historical data and forecasts necessary to assess such framework and commitments and (ii) a period of seven calendar days to provide feedback to the Republic, which feedback if so provided will be taken into consideration by the Republic (the “Pre-SLA Commitments”).
The terms of the Consent Solicitations are detailed in the related consent solicitation statements dated as of March 17, 2021, as amended by Amendment No. 1 to each such consent solicitation statement (collectively, the “Consent Solicitation Statements”). Capitalized terms used but not defined in this communication have the meanings specified in the Consent Solicitation Statements.
Pursuant to Amendment No. 1 to the Consent Solicitation Statements, provided that the IMF Condition has been satisfied prior to April 30, 2021, should holders of a Majority in aggregate principal amount of each of the 2023 Notes and 2026 Notes then Outstanding provide written notice to the Republic (with a copy to the Trustee) (i) on or within seven calendar days after the date of satisfaction of the IMF Condition or (ii) on or after the thirty-fifth day after the date of satisfaction of the IMF Condition and prior to July 23, 2021, to the effect that such holders believe that, in the case of (i), the Republic has materially breached the Pre-SLA Commitments or, in the case of (ii), that the Republic has not been negotiating in good faith the terms of the debt restructuring (the “Termination Trigger”): (i) the deferral of interest on the 2026 Notes originally due and payable on October 26, 2020 and the deferral of interest and principal payments on the 2023 Notes originally due and payable on December 30, 2020 shall terminate on the seventh calendar day after the Republic’s and Trustee’s receipt of such written notice; (ii) the deferral of interest on the 2026 Notes originally due and payable on April 26, 2021 shall terminate on the later of (x) May 26, 2021 and (y) the seventh calendar day after the Republic’s and Trustee’s receipt of such written notice, (iii) the deferral of the principal payment on the 2023 Notes originally due and payable on June 30, 2021 shall terminate on the later of (x) July 10, 2021 and (y) the seventh calendar day after the Republic’s and Trustee’s receipt of such written notice (the date of such termination described in (i), (ii) or (iii) being, in respect of the applicable payment, the “Termination Date”), it being understood that accrued interest for the applicable payment shall be due on the relevant Termination Date; and (iv) the obligation of the Republic to cause payments to be made under the Dividend Covenant and the Remit Covenant will apply from and after the seventh calendar day after the Republic’s and Trustee’s receipt of such written notice.
Only those holders of 2023 Notes or 2026 Notes, as applicable, who are direct participants in DTC on March 16, 2021 (the “Record Date”) at 5:00 p.m., New York City time, will be entitled to vote. Holders who acquire 2023 Notes or 2026 Notes, as applicable, after the Record Date will not be able to exercise their vote. Each of the Consent Solicitations are being made on the terms and subject to the conditions set out in the applicable Consent Solicitation Statement.
The 2023 Notes were originally issued on December 20, 2019 in an aggregate principal amount of US$125,000,000, and the 2026 Notes were originally issued on October 19, 2016 in an aggregate principal amount of US$550,000,000. As of the date of the Consent Solicitation Statements, US$125,000,000 and US$550,000,000 in aggregate principal amount of the 2023 Notes and the 2026 Notes, respectively, remain outstanding. Identifiers for the 2023 Notes consist of CUSIP Numbers 86886P AB8 and P68788 AB7; ISIN Numbers US86886PAB85 and USP68788AB70. Identifiers for the 2026 Notes consist of CUSIP Numbers 86886P AA0 and P68788 AA9; ISIN Numbers US86886PAA03 and USP68788AA97.
The Republic of Suriname reserves the right in its sole discretion to reject any and all consents. The Republic also reserves the right to waive or modify any term of, or terminate, the Consent Solicitations at any time and in its sole discretion.
This announcement is for informational purposes only and is not a solicitation of consents of any holders of the 2023 Notes or the 2026 Notes. The solicitation of consents of holders is only being made pursuant to the Consent Solicitation Statement. Holders of the 2023 Notes or the 2026 Notes, as the case maybe, should read the applicable Consent Solicitation Statement carefully prior to making any decision with respect to providing its consent because it contains important information.
The Republic will make (or cause to be made) all announcements regarding the Consent Solicitation by press release in accordance with applicable law. The Republic has not registered the Consent Solicitation or the 2023 Notes or the 2026 Notes under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities law. The consent 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 (1) from holders of the 2023 Notes or the 2026 Notes that are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”) or institutional “accredited investors” (as defined in Rule 501(a)(1), (2) (3) or (7) of Regulation D under the Securities Act); and (2) outside the United States, from holders of 2023 Notes or the 2026 Notes other than “U.S. persons” (as defined in Rule 902 under the Securities Act) and who are not consenting for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act.
White & Case LLP and Lazard Frères are respectively acting as the Republic’s legal and financial advisors.
Morrow Sodali Ltd. is the Information and Tabulation Agent in connection with the Consent Solicitation.
NONE OF THE REPUBLIC, THE TRUSTEE, THE ACCOUNT BANK, THE INFORMATION AND TABULATION AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD DELIVER CONSENTS TO THE PROPOSED AMENDMENTS AND THE WAIVER PURSUANT TO THE CONSENT SOLICITATION, 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 will be available from the Information and Tabulation Agent. The Information and Tabulation Agent for the Consent Solicitation is:
Morrow Sodali Ltd.
In London:
103 Wigmore Street
London W1U 1QS
United Kingdom In Stamford:
470 West Ave., Suite 3000
Stamford, CT 06902
United States of America In Hong Kong:
Unit 13-101, 13/F,
40-44 Bonham Strand, Sheung Wan Hong Kong
Telephone: +44 208 089 3287 Telephone: +1 203 609 4910 Telephone: +852 2319 4130
Email: [email protected]
Consent Website: https://bonds.morrowsodali.com/surinameconsent
Requests for assistance in completing and delivering Consents should be directed to the Information and Tabulation Agent at its email address and telephone numbers above, or requests for additional copies of this Consent Solicitation Statement and other related documents may be obtained through the Consent Website.
Republic of Suriname
acting through the Minister of Finance of the Republic
S.M. Jamaludinstraat 26
Paramaribo
Suriname
