The Republic of Ecuador Announces an Invitation for Offers to Tender for Cash Its 2020 Notes

PR79143

QUITO, Ecuador, June 11, 2019 /PRNewswire=KYODO JBN/ --

The Republic of Ecuador ("Ecuador") announced today the commencement of an

invitation for each holder to submit offers (the "Offers") to tender for cash

the notes set forth in the table below (collectively, the "Old Notes"), upon

the terms and subject to the conditions described in the invitation dated June

10, 2019 (the "Invitation"), subject to an aggregate amount not to exceed the

proceeds received from the New Notes Offering (as defined below) (the

"Aggregate Maximum Tender Amount"). The Invitation will be conditioned upon,

among other things, the issuance and sale for cash of additional notes by

Ecuador (collectively, the "New Notes," and the issuance and sale of the New

Notes, the "New Notes Offering") (the "Financing Condition"), in an amount and

on terms and conditions acceptable to Ecuador. Capitalized terms not defined in

this communication have the meanings specified in the Invitation.

The Invitation is not conditioned upon any minimum participation of Old Notes.

Acceptance of tenders of Old Notes may be subject to proration if the aggregate

principal amount of Old Notes validly tendered and not validly withdrawn is

greater than the Aggregate Maximum Tender Amount. Ecuador reserves the right,

in its sole discretion, not to accept any or all Offers, to modify the Purchase

Price (as set forth below) upon the terms and conditions described in the

Invitation, to accept only a portion of Old Notes tendered in the event that

the Aggregate Maximum Tender Amount is reached, or to terminate the Invitation

for any reason.

The Invitation will begin on June 10, 2019 and, unless extended or earlier

terminated, the Invitation and withdrawal rights will expire at 8:00 a.m., New

York time on June 17, 2019 (the "Expiration Deadline" and the "Withdrawal

Deadline"). The settlement of validly tendered and accepted Old Notes is

scheduled to occur on June 18, 2019 (the "Settlement Date"). Ecuador reserves

the right, in its sole discretion, to delay the Settlement Date without

extending the Withdrawal Deadline. The following table sets forth certain terms

of the Invitation:

Securities - 10.500% Notes due March 24, 2020 (the "Old Notes")

ISINs and Common Codes - Rule 144A ISIN: XS1199930329. Common Code: 119993032.

Regulation S. ISIN: XS1199929826. Common Code: 119992982

Principal Amount Outstanding - U.S.$1,500,000,000

Purchase Price(1) - U.S.$1,060.00

(1) Offered as Purchase Price per each U.S.$1,000 principal amount of Old Notes

validly tendered at or prior to the Expiration Deadline  and accepted for

purchase. The Purchase Price does not include the applicable accrued and unpaid

interest to (but excluding) the Settlement Date ("Accrued Interest").

Eligible holders of Old Notes must tender Old Notes by requesting that the

direct participant through which the holder holds its Old Notes submit, at or

prior to the Expiration Deadline, such holder's offer to tender their Old Notes

by properly instructing Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream

Banking Luxembourg, société anonyme ("Clearstream, Luxembourg", each a

"Clearing System" and together the "Clearing Systems"), as applicable, in

accordance with the procedures and deadlines established by the relevant

Clearing System.  A separate Offer to tender must be completed on behalf of

each beneficial owner. The acceptance of any Offers submitted to Euroclear or

Clearstream, Luxembourg after the Expiration Deadline will be in the sole

discretion of Ecuador. See "The Invitation— Procedures for Submitting Offers

for Old Notes" in the Invitation. Old Notes tendered pursuant to the Invitation

may only be withdrawn in accordance with the procedures specified under "The

Invitation—Irrevocability; Withdrawal Rights" in the Invitation prior to the

Withdrawal Deadline, but not thereafter. There is no letter of transmittal for

the Invitation.

Ecuador intends to use the proceeds from the New Notes Offering not otherwise

used to purchase Old Notes tendered and purchased pursuant to the Invitation to

redeem Old Notes in accordance with the optional redemption provisions of the

indentures governing the Old Notes.

This announcement is not an offer to purchase or the solicitation of an offer

to sell the Old Notes. The invitation for each holder to submit Offers is only

being made pursuant to the Invitation. Holders of Old Notes should read the

Invitation carefully prior to making any decision with respect to tendering Old

Notes because it contains important information. Any offering of securities

will only be made by an offering document and any such offering may not be

registered with the U.S. Securities and Exchange Commission.

The distribution of materials relating to the Invitation, and the transactions

contemplated by the Invitation, may be restricted by law in certain

jurisdictions. The Invitation is made only in those jurisdictions where it is

legal to do so. The Invitation is void in all jurisdictions where it is

prohibited. If materials relating to the Invitation come into your possession,

you are required to inform yourself of and to observe all of these

restrictions. The materials relating to the Invitation do not constitute, and

may not be used in connection with, an offer or solicitation in any place where

offers or solicitations are not permitted by law. The Invitation does not

constitute an offer to buy or a solicitation of an offer to sell any securities

in any jurisdiction to any person to whom it is unlawful to make such offer or

solicitation in such jurisdiction. In any jurisdiction in which the Invitation

is required to be made by a licensed broker or dealer and in which any Dealer

Manager or any of its affiliates is so licensed, it shall be deemed to be made

by the Dealer Managers or such affiliates on behalf of Ecuador. See "Certain

Legal Restrictions" and "Jurisdictional Restrictions" in the Invitation.

Ecuador will make (or cause to be made) all announcements regarding the

Invitation by press release issued to an international news service, which is

expected to be PR Newswire or another appropriate international news service,

(the "News Service"), and will subsequently publish such announcement on the

website of the Luxembourg Stock Exchange (www.bourse.lu).

NONE OF ECUADOR, THE DEALER MANAGERS OR THE INFORMATION AND TENDER AGENT MAKES

ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY

PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER'S OLD NOTES, AND NO ONE HAS BEEN

AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE

THEIR OWN DECISIONS WHETHER TO TENDER OLD NOTES, AND, IF SO, MUST DECIDE ON THE

PRINCIPAL AMOUNT OF OLD NOTES TO TENDER.

The Information and Tender Agent for the Invitation is:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: Arlind Bytyqi and Thomas Choquet

E-mail: ecuador@lucid-is.com

Tel: +44 20 7704 0880

Any questions regarding procedures for tendering Old Notes or requests for

copies of the Invitation should be directed to the Information and Tender Agent

at the telephone number above.  Holders may also contact the Dealer Managers at

their telephone numbers set forth below or its broker, dealer, commercial bank,

trust company or other nominee for assistance concerning the Invitation.

The Dealer Managers for the Invitation are:

Citigroup Global Markets Inc.: 388 Greenwich St, 7th Floor, New York, NY 10013,

Attention: Liability Management Group, Collect: +1-212-723-6106, U.S.

Toll-free: +1-800-558-3745

Deutsche Bank Securities Inc.: 60 Wall Street, New York, New York 10005,

Attention: Liability Management Group, Collect: +1-212-250-2955, U.S.

Toll-free: +1-866-627-0391

J.P. Morgan Securities LLC: 383 Madison Avenue, New York, NY 10179, Attention:

Latin America Debt Capital Markets, Collect: +1-212-834-7279, U.S. Toll-free:

+1-866-846-2874

Source: The Republic of Ecuador