Republic of Suriname Announces Commencement of Consent Solicitation

PARAMARIBO, Suriname, June 30, 2020 /PRNewswire/ -- The Republic of Suriname (the "Republic") announced today that it has commenced a solicitation of consents (the "Consent Solicitation") seeking to amend its 9.875% Notes due 2023 (the "2023 Notes") and the Accounts Agreement in connection with the 2023 Notes.

The 2023 Notes were originally issued on December 20, 2019 in an aggregate principal amount of US$125,000,000. As of the date of the Consent Solicitation Statement, US$125,000,000 in aggregate principal amount of the 2023 Notes remains outstanding.

A group of institutional investors holding approximately 83% of the outstanding principal amount of the 2023 Notes has expressed to the Republic their intention to support the Proposed Amendments and the Waiver (such terms as defined below) on the terms and conditions detailed in the consent solicitation statement dated June 30, 2020 (the "Consent Solicitation Statement").

If approved, the proposed amendments (the "Proposed Amendments") will give effect to the following modifications with respect to the 2023 Notes:

(i) establish a new amortization schedule providing that principal of the Notes will be repaid in seven semi-annual installments commencing on December 30, 2020, with the Scheduled Amortization Amount payable on the December 30, 2020 payment date equal to US$15,000,000 and the Scheduled Amortization Amount payable on each payment date thereafter equal to US$18,333,333, in each case subject to additional amortization equal to the Excess Amount (as such amount shall be calculated following the Proposed Amendments) applicable to such payment date; provided that, if the Republic satisfies the IMF Condition prior to December 30, 2020, the amortization schedule will be adjusted so that principal of the Notes will be repaid in six semi-annual installments commencing on June 30, 2021 with the amortization amount that would have otherwise been paid on December 30, 2020 spread equally across all six remaining Payment Dates and no amortization payment will be made on December 30, 2020; for these purposes, "IMF Condition" will be defined as the International Monetary Fund having established any funding arrangement for the benefit of the Republic which includes conditions relating to the disbursement of funds;

(ii) amend the covenant requiring the Republic to take all action and issue all authorizations, as stockholder or otherwise, necessary to cause Staatsolie to declare and pay any dividends and to pay such dividends in U.S. dollars directly into the Collection Account (the "Dividend Covenant") so that (a) the Republic will only be required to comply with the obligations under the Dividend Covenant from and after December 30, 2020, and (b) the maximum amount that the Republic will be required to cause Staatsolie to pay in dividends will be limited by the maximum amount permitted by applicable law and by any contractual restriction existing on the Effective Date;

(iii) amend the covenant requiring the Republic to deposit all royalties received pursuant to a Mineral Agreement and all payments for power pursuant to Power Purchase Agreements into the Collection Account (the "Remit Covenant") so that the requirement to comply with the obligations of the Remit Covenant will only apply from and after December 30, 2020 and from such date will apply without regard to the satisfaction of the Cash Flow Condition;

(iv) amend the events of default to provide for a 30-day cure period if the Republic fails to comply with either the Dividend Covenant or the Remit Covenant;  and

(v) amend the Accounts Agreement to permit up to 50% of the funds in the Collection Account that, under the existing terms of the Accounts Agreement, would have been required to make payments of Excess Amounts to be distributed instead to the Republic at the written direction of the Republic.

If approved, the waiver (the "Waiver") will give effect to the following:

(a) a waiver, for purposes of the Proposed Amendments only, of the requirement under the Indenture that the solicitation of a consent to a modification under the Indenture be made not less than 10 calendar days prior to the expiration date for the receipt of such consents, and a consent to July 8, 2020 being the expiration date, which is eight calendar days after the date of the Consent Solicitation Statement; and

(b) a waiver of any prior or currently existing violation of either the Dividend Covenant or the Remit Covenant.

The Republic is seeking Consents to the Proposed Amendments and the Waiver as a single proposal. Holders are not required to consent to each of the Proposed Amendments and the Waiver individually. By providing Consents in accordance with this Consent Solicitation Statement, the holders will be consenting to both the Proposed Amendments and the Waiver.

Only those holders who are direct participants in DTC on June 29, 2020 (the "Record Date") at 5:00 p.m., New York City time, will be entitled to vote. Holders who acquire 2023 Notes after the Record Date will not be able to exercise their vote.  The Consent Solicitation is being made on the terms and subject to the conditions set out in the Consent Solicitation Statement. The Company will pay to holders a fee (the "Consent Payment") to each holder in an amount equal to US$5.00 for each US$1,000 of outstanding principal amount of 2023 Notes to holders of 2023 Notes whose validly delivered consent is accepted pursuant to the Consent Solicitation Statement if the Proposed Amendments and the Waiver become effective. Holders that do not deliver valid consents will not receive the Consent Payment even if the 2023 Notes and the Accounts Agreement are amended and the Waiver is granted. Holders that deliver valid Consents which are accepted by the Republic will not receive a Consent Payment if the 2023 Notes and the Accounts Agreement are not amended or the Waiver is not made effective.

Identifiers for the 2023 Notes consist of CUSIP Numbers 86886P AB8 and P68788 AB7; ISIN Numbers US86886PAB85 and USP68788AB70, and Common Codes 209584972 and 209584778.

The Republic's proposed amendments and waiver will become effective only if valid consents from holders of not less than 75% of the outstanding principal amount of 2023 Notes have been validly delivered and accepted pursuant to the terms of the Consent Solicitation, the Consent Payment has been paid and the other conditions described in the Consent Solicitation Statement have been either satisfied or waived by the Republic.

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 Solicitation at any time and in its sole discretion.

The Expiration Time for the Consent Solicitation is 5:00 p.m., New York City time, on July 8, 2020 (as such time may be extended by the Republic of Suriname in its sole discretion, the "Expiration Time"). The Republic of Suriname may terminate the Consent Solicitation at any time in its sole discretion.

Capitalized terms used but not defined in this communication have the meanings specified in the Consent Solicitation Statement.

This announcement is for informational purposes only and is not a solicitation of consents of any holders of 2023 Notes. The solicitation of consents of holders is only being made pursuant to the Consent Solicitation Statement. Holders of 2023 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 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 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) of holders of the 2023 Notes that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") and (2) outside the United States, of holders of 2023 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. Only holders of 2023 Notes who have returned a duly completed eligibility letter (available on the website of the Information and Tabulation Agent, at https://gbsc-usa.com/eligibility/suriname) certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Consent Solicitation Statement and to participate in the Consent Solicitation.

Oppenheimer & Co. Inc. is the Solicitation Agent in connection with the Consent Solicitation. Global Bondholder Services Corporation is the Information and Tabulation Agent in connection with the Consent Solicitation.

NONE OF THE SOLICITATION AGENT, 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:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: +1 212 430-3774
Toll free: +1 866-470-4200
By facsimile:
(For Eligible Institutions only):
+1 212 430-3775/3779
Confirmation:
+1 212 430-3774
Email: [email protected]

Any questions regarding the terms of the Consent Solicitation should be directed to the Solicitation Agent or the Information and Tabulation Agent at their respective addresses and telephone numbers set forth on this communication. If you have any questions about how to deliver a consent in the Consent Solicitation, you should contact the Information and Tabulation Agent. Requests for additional copies of the Consent Solicitation Statement, the eligibility letter or any other related documents may also be directed to the Information and Tabulation Agent.

The Solicitation Agent for the Consent Solicitation is:

Oppenheimer & Co. Inc.
85 Broad Street
New York, New York 10004
Attention: Debt Capital Markets
+1 212 667-7424

Republic of Suriname
acting through the Minister of Finance of the Republic
S.M. Jamaludinstraat 26
Paramaribo
Suriname

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SOURCE Republic of Suriname