QUITO, Ecuador, Jan. 26, 2026 /PRNewswire/ — The Republic of Ecuador (the “Republic“) announced today the aggregate principal amount of each series of the notes listed in the table below (collectively, the “Notes“) that has been validly tendered and accepted for purchase pursuant to its previously announced offer to purchase for cash (the “Offer“) the Notes from each registered holder or beneficial owner (each, a “Holder” and, collectively, the “Holders“), subject to the terms and conditions set forth in the offer to purchase, dated January 16, 2026 (the “Offer to Purchase“). The Offer expired as scheduled at 11:00 a.m. (New York City time) on January 23, 2026. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Offer to Purchase.
The purchase price to be paid per U.S.$1,000 principal amount of each series of Notes that are accepted pursuant to the Offer is indicated in the table below (the “Purchase Price“). The Maximum Aggregate Purchase Price to be paid by the Republic for the outstanding principal amount of Notes validly tendered and accepted for purchase is U.S.$3.0 billion.
The following table indicates the aggregate principal amount of each series of Notes that have been validly tendered and accepted pursuant to the Offer, subject to satisfaction of the conditions to the Offer on or prior to the Settlement Date.
|
Title of Notes(1) |
ISIN and |
Acceptance |
Purchase |
Aggregate Principal |
Aggregate Principal |
Proration |
Aggregate Principal |
|
Step-Up Coupon |
XS2214237807 XS2214238102 |
1 |
U.S.$1,000.00 |
U.S.$2,482,127,807.00 |
U.S.$2,482,127,807.00 |
Not |
U.S.$558,996,457.00 |
|
Step-Up Coupon |
XS2214238441 XS2214238524 |
2 |
U.S.$900.00 |
U.S.$2,122,917,673.00 |
U.S.$575,413,547.00 |
27.10 % |
U.S.$5,927,377,145.00 |
|
____________________ |
|
|
(1) |
The Step-Up Coupon Notes due 2030 and the Step-Up Coupon Notes due 2035 are admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. |
|
(2) |
In addition, Holders will receive any accrued and unpaid interest from, and including, the last applicable interest payment date for such Notes up to, but excluding, the Settlement Date (as defined below) (the “Accrued Interest“). Amounts paid towards Accrued Interest will be paid from general revenues available to the Republic. |
The Offer is conditioned, among other things, on the concurrent (or earlier) closing of one or more series of new global notes (the “New Notes“), in an aggregate principal amount sufficient to fund a portion of the Offer, with pricing and on terms and conditions acceptable to the Republic in its sole discretion (the “New Notes Offering“). The balance of the purchase price for the Notes purchased pursuant to the Offer will come from general revenues available to the Republic. The New Notes Offering is being made solely by means of the offering circular relating to the offering of the New Notes, and neither this announcement nor the Offer to Purchase constitutes an offer to sell or the solicitation of an offer to buy the New Notes.
The Republic will accept the full amount of the aggregate principal amount of validly tendered 2030 Notes, without application of a Proration Factor.
Following acceptance of the full amount of the aggregate principal amount of validly tendered 2030 Notes, accepting the full amount of the aggregate principal amount of validly tendered 2035 Notes would exceed the Maximum Aggregate Purchase Price. Accordingly, the Republic will accept the 2035 Notes for purchase on a prorated basis, applying the Proration Factor shown in the table above, pursuant to the procedures described in the Offer to Purchase.
In cases where the principal amount of 2035 Notes following application of the Proration Factor resulted in (i) the relevant Holder transferring 2035 Notes to the Republic in a principal amount of less than relevant Minimum Denomination and/or (ii) 2035 Notes in a principal amount of less than the relevant Minimum Denomination being returned to the relevant Holder, the Republic has elected to accept all of such Holders’ validly tendered 2035 Notes, without applying the Proration Factor. All 2035 Notes validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to Holders through the applicable Clearing System on the Settlement Date.
The settlement of the Offer is expected to occur on January 29, 2026, subject to change without notice (the “Settlement Date“). Holders of validly tendered and accepted Notes will be entitled to receive for such Notes the applicable Purchase Price and Accrued Interest, if any, if the conditions of the Offer are met.
Morrow Sodali International LLC, trading as Sodali & Co is the information and tender agent in connection with the Offer (the “Information and Tender Agent“), and BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers (the “Dealer Managers“) for the Offer. Centerview Partners LLC is the Republic’s financial advisor in connection with the Offer. The Offer to Purchase and other announcements may be downloaded from the Information and Tender Agent’s Transaction Website, https://projects.sodali.com/ecuador, subject to eligibility confirmation and registration, or obtained from the Information and Tender Agent at the contact below:
Information and Tender Agent
Sodali & Co Ltd.
|
In London: |
In Stamford: |
|
The Leadenhall Building 122 Leadenhall Street United Kingdom Telephone: +44 20 4513 6933 |
333 Ludlow Street United States Telephone: +1 203 658 9457 |
Email: [email protected]
Transaction Website: https://projects.sodali.com/ecuador
Holders may also contact the Dealer Managers at the telephone numbers provided below for information concerning the Offer.
Dealer Managers
|
BofA Securities, Inc. |
Citigroup Global |
|
One Bryant Park, 9th Floor Attn: Liability Management In the United States, call toll-free: +1 800-292-0070 Outside the United States, call collect: +1 646-855-8988 |
388 Greenwich Street, Trading 4th Floor Attn: Liability Management Group Email: [email protected] |
Financial Advisor to the Republic
Centerview Partners
51 avenue Hoche
75008 Paris
France
Telephone: +33 1 80 20 06 20
Disclaimer
This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Offer to Purchase, and are subject to certain legal restrictions set out below and more fully described therein.
Certain Legal Restrictions
The New Notes Offering will be made solely by means of the offering circular relating to that offering. Before you invest, you should read the offering circular for more complete information about the Republic and the New Notes Offering. You may not participate in the New Notes Offering unless you have received and reviewed the offering circular for the New Notes Offering. Under no circumstances may you participate in the New Notes Offering in reliance on, or on the basis of, this announcement. The New Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act“), and to non-U.S. persons outside the United States 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.
This announcement is not an offer to purchase or a solicitation of an offer to sell the Notes. The Offer will be made only by and pursuant to the terms of the Offer to Purchase, as may be amended or supplemented from time to time.
Neither this announcement nor the Offer to Purchase constitute an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Republic, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate on behalf of the Republic in that jurisdiction.
Stabilization/FCA
In relation to each Member State of the European Economic Area and the United Kingdom, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129.
The communication of the Offer to Purchase and any other documents or materials relating to the Offer are not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA“). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (l) those persons who are existing creditors of the Republic within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Forward-Looking Statements
This announcement may contain forward-looking statements which represent the Republic’s expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. These statements are based on the Republic’s current plans, estimates, assumptions and projections. Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and the Republic undertakes no obligation to update them in light of new information or future events, including changes in the Republic’s economic policy or budgeted expenditures, or to reflect the occurrence of unanticipated events. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Republic to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: (i) the Republic’s financial condition, including its ability to increase revenues and reduce expenditures; (ii) volatility in international capital markets for emerging market issuers, including due to conditions in other emerging markets or policy changes by the Republic’s trading partners, which could affect the Republic’s ability to borrow; (iii) global geopolitical shocks affecting key trading partners that disrupt trade flows, supply chains or financial conditions; and (iv) other factors identified in the Offer to Purchase. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
SOURCE The Republic of Ecuador
