THE GOVERNMENT OF BERMUDA ANNOUNCES PRICING TERMS FOR ITS PUBLIC CASH OFFERS FOR ITS SENIOR TICKETS AT 4.138% DUE 2023 AND 4.854% SENIOR NOTES DUE 2024 IN PROGRESS

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HAMILTON, Bermuda, July 12, 2022 /PRNewswire/ — The government of Bermuda (there “Government“) today announced the pricing terms of its previously announced cash purchase offers (the “Tenders“) its 4.138% senior notes due 2023 (the “Tickets 2023“) and the 4.854% Senior Notes due 2024 (with the 2023 Notes, the “Existing notes“).

The Public Offers will expire at 5:00 p.m. (New York City time) today, July 12, 2022unless extended or terminated earlier by the government in its sole discretion (the “Expiration date“). The terms and conditions of the Public Offers are defined in the Tender Offer dated July 6, 2022 (there “BidOffers of Existing Bonds may be made on a pro rata basis pursuant to the terms of the Tender Offers described in the Tender Offer. The Tender Offer, together with other relevant notices and documents, are available on the Tender Offers website, http://www.gbsc-usa.com/Bermuda, operated by the Tender and Information Agent.

The table below indicates the purchase price payable by $1,000 principal amount of each series of Existing Securities validly tendered and accepted for purchase (the “Purchase price“), as calculated at 10:00 a.m. (New York City time) today, July 12, 2022 (there “Price determination time“) pursuant to the terms of the Tender Offer:

Title of the existing
Remarks


Director
Rising
Exceptional


ISIN/CUSIP numbers


US reference
Treasury Security


Bloomberg
Reference
Page


Fixed
Spread
(Base
Points)


To buy
Price(1)

4.138% Seniors
Tickets due in 2023


$353,905,000


USG10367AA14/

G10367 AA1 (Reg S)


US085209AB07/

085209AB0 (144A)


0.125% due December 31, 2022


PX3


+35


$1,004.93

4.854% Seniors
Tickets due in 2024


$402,203,000


USG10367AB96/

G10367 AB9 (Reg S)


US085209AC89/

085209 AC8 (144A)


0.875% due January 31, 2024


PX4


+35


$1,021.58

_____________________

(1)

The applicable Purchase Price payable per $1,000 principal amount of each series of Existing Notes accepted is equal to (i) the Current Value on the Settlement Date (as defined below), as determined at pricing time, $1,000 principal amount of such Existing Notes due on the applicable maturity date, such Existing Securities and all scheduled interest payments on such principal amount of Existing Securities to be made from (but excluding) the Settlement Date, up to and including such applicable maturity date, discounted to the Settlement Date, in accordance with standard market practice as described by the formula set forth in Appendix A of the Tender Offer, at a discount rate equal to the applicable Tender Offer Yield, less (ii) applicable Accrued Interest (as defined below), up to excluding the date of settlement, per $1,000 of amount in principal of these existing banknotes. The “Tender Offer Yield” is equal to the sum of the Yield, as calculated by the Dealer Managers, which equals the Bid Price of the applicable Reference U.S. Treasury Security specified in the table above for that series of notes existing at the Pricing Time plus the applicable fixed spread specified in the table above for that series of Existing Securities. Any applicable accrued interest will be payable in cash in addition to the purchase price.

On the terms and subject to the conditions set forth in the Offer to Purchase, payment for the Existing Securities accepted for purchase will be made on the Settlement Date, which is expected to occur on July 15, 2022 (there “Settlement dateHolders whose Existing Bonds are accepted for purchase under the Tender Offers will also receive all accrued and unpaid interest on their Existing Bonds from and including the last interest payment date for such Existing Bonds. ‘on the Settlement Date (exclusive) ( “Increased interest“). Accrued interest will be payable on the settlement date. Settlement of the takeover bids is subject to, among other things, the closing of a new government bond offering, which is intended to be consummated before or together with the Tender Offers.

The Government will determine, in its sole discretion, the aggregate principal amount of the Existing Bonds of each series validly deposited in accordance with the terms and conditions of the Public Offers which it will accept for purchase. The Government will announce the aggregate principal amounts of the offerings of each series of Existing Bonds that have been accepted for purchase, and whether a proportion of the offerings of each series of Existing Bonds have taken place, in a separate press release.

Until the Expiry Time, a holder of Existing Securities may tender such Existing Securities to the offer through The Depository Trust Company (“CPD“), Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear“) or Clearstream Banking, SA (“ClearstreamNo letter of transmittal or guaranteed delivery procedure is offered in connection with the Tender Offers. As holders of Existing Securities are only permitted to tender their Existing Securities through DTC, Euroclear or Clearstream , beneficial owners of Existing Securities held in the name of a depositary must contact such entity sufficiently in advance of the Expiry Time if they wish to tender their Existing Securities and be eligible to receive the applicable Purchase Price for such Existing Securities. .

Noteholders who tender their Existing Obligations will not have a right of withdrawal with respect to Tender Offers, except as required by applicable law.

The Government reserves the right, in its sole discretion, not to accept an Offer for any reason or to extend, reopen, modify or terminate Offers to Purchase.

Any extension, termination or modification of the Public Offers will be followed, as quickly as possible, by a public announcement thereof. The Government will communicate this public announcement by publishing a press release in accordance with applicable law and by an announcement on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Bermuda Stock Exchange (www.bsx.com), which websites are not incorporated herein by reference and on the tender offer website operated by the Tender and Information Agent (http:// www.gbsc-usa.com/Bermuda).

The Dealer Managers for Public Offers are:

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

United States

Attention: Accountability Management Group

Collection: +1 (212) 357-1452

Toll Free: +1 (800) 828-3182

HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
United States
Attention: Global Accountability Management Group

Collection: +1 (212) 525-5552
Toll Free: +1 (888) HSBC 4LM

Questions regarding takeover bids can be directed to dealership managers at the contacts above.

The Submission and Information Agent for the Tender Offers is Global Bondholder Services Corporation.

Global Bondholder Services Company

65 Broadway, Suite 404

New York, New York 10006

United States


Call from banks and brokers: +1 (212) 430-3774

Toll Free: +1 (855) 654-2014

E-mail: [email protected]

By fax: (for eligible establishments only): +1 (212) 430-3775

Confirmation: +1 (212) 430-3774

Existing Noteholders are urged to carefully read the Offer to Purchase. Any questions or requests for assistance relating to the Offer to Purchase may be directed to the Dealer-Managers at their respective telephone numbers listed above or to the Licensee’s broker, dealer, commercial bank, trust company or other agent for get help with buyout offers. . Requests for additional copies of the Offer to Purchase may be directed to the Bid and Information Agent at the address and telephone number set forth above.

This press release should not be construed as an offer to buy or a solicitation of an offer to buy any of the Existing Notes or any other securities.

The tender offers have not been made in any jurisdiction in which the making or acceptance thereof would not comply with securities laws, blue skies or other laws of such jurisdiction. Neither the Government, nor Bank of New York Mellon as trustee for each series of Existing Notes, nor the Dealer Managers nor the Tender and Information Agent make any recommendation as to whether or not holders should tender their Existing Obligations pursuant to the Tender Offers.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the government’s actual results, performance or achievements to be materially different from any future results or performance expressed or implied by such forward-looking statements. These statements are based on certain assumptions and analyzes the government has made in light of its experience and perception of historical trends, current conditions and expected future developments, and other factors deemed appropriate in the circumstances. The government cautions you that a number of important factors could cause actual results and developments to differ materially from those contained in any forward-looking statement. The information in this press release identifies important factors that could cause such differences. The government assumes no obligation to update any of its forward-looking statements.

SOURCE The government of Bermuda

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