The Government of Barbados Announces an Offer to Purchase for Cash its 6.500% Notes due 2029
NOT FOR 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, June 13, 2025 (GLOBE NEWSWIRE) -- The Government of Barbados (the "Offeror") announces that it has today launched an offer (the "Offer") to holders (the "Noteholders") of any and all of its outstanding U.S.$407,642,670 6.500% Notes due 2029 (the "Notes") to purchase any and all of such Notes for cash on the terms and subject to the satisfaction of the New Financing Condition (as defined below) and the other conditions set forth in the tender offer memorandum dated 13 June 2025 (the "Tender Offer Memorandum").
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
All documentation relating to the Offer including the Tender Offer Memorandum and any amendments or supplements thereto will be available to Noteholders via the website for the Offer accessible at: www.dfking.com/barbados. The Offer is subject to offer and distribution restrictions in, among other countries, the United Kingdom, Italy, Belgium and France, as described below.
Summary of the Offer
Description of Notes
Outstanding Principal Amount as of the Date Hereof and subject to the Offer
ISINs / CUSIP No.
Purchase Price(1)
6.500% Notes due 2029
U.S.$407,642,670
Rule 144A Notes: US067070AH54 / 067070 AH5Regulation S Notes: USP48864AQ80 / P48864 AQ8
U.S.$1,000
(1)
Offered as Purchase Price per each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Expiration Deadline (as defined below) and accepted for purchase. The Purchase Price does not include Accrued Interest (as defined below). On 26 June 2025 (subject to the right of the Offeror, at its sole discretion, to extend, re-open, amend and/or terminate the Offer) (the "Settlement Date"), Noteholders will also receive Accrued Interest on all Notes validly tendered and accepted for purchase.
Rationale for the Offer
The Offeror is making the Offer (subject to the New Financing Condition (as defined below)) in connection with the Offeror's broader debt management strategy to refinance short-dated debt with longer-dated debt.
All Notes purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold.
Tender Offer Consideration
The Offeror will, on the Settlement Date, pay for the Notes validly tendered and not validly withdrawn at or before the Expiration Deadline pursuant to the Offer and accepted for purchase pursuant to the Offer a cash amount (rounded to the nearest U.S.$0.01) equal to the sum of (i) the Purchase Price for such Notes, as set forth in the table above; and (ii) interest accrued and unpaid on the Notes from (and including) the interest payment date for such Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date in respect of such Notes (the "Accrued Interest" and the payment thereof, the "Accrued Interest Payment").
The Offeror will calculate any Accrued Interest with respect to the Notes accepted for purchase in accordance with the terms and conditions of the Notes, and the calculation will be final and binding on all Noteholders whose Notes were accepted for purchase, absent manifest error.
The Offeror reserves the right, in its sole and absolute discretion, to modify in any manner and at any time any of the terms and conditions of the Offer.
New Financing Condition
Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is subject to (unless such condition is waived by the Offeror in its sole and absolute discretion), among other things, the prior closing of the issuance by the Offeror of one or more series of debt securities (the "New Notes") in the international capital markets (the "New Notes Offering") in an aggregate principal amount, and at a price and on terms and conditions acceptable to the Offeror in its sole and absolute discretion, a portion of the net proceeds of which will be used by the Offeror to purchase any Notes tendered and accepted pursuant to the Offer (the "New Financing Condition").
The New Notes Offering will be made solely by means of an offering memorandum relating to the New Notes Offering (the "New Notes Offering Memorandum"), and this announcement and the Tender Offer Memorandum do not constitute an offer to sell or the solicitation of an offer to buy the New Notes. You may not participate in the New Notes Offering unless you have received and reviewed the New Notes Offering Memorandum, and not in reliance on, or on the basis of, this announcement or the Tender Offer Memorandum. The New Notes will be offered only to qualified institutional buyers in the United States in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act, and will not be registered under the Securities Act or the securities laws of any other jurisdiction.
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.
In order to be valid, Tender Instructions must be submitted in respect of a minimum nominal amount of U.S.$100 and in integral multiples of U.S.$100 in excess thereof (the "Minimum Denomination"). Noteholders who do not tender all of their Notes must ensure that they retain a principal amount of Notes amounting to at least the Minimum Denomination.
Expected Timetable of Events
The times and dates below are indicative only.
