Uruguay in Ps.69.36 Billion New Money Offering and Tender Offers

Cleary Gottlieb represented the Republic of Uruguay (Uruguay) in an offering of Ps.57.81 billion 3.4% peso-inflation-indexed notes due 2045 (UI notes) and Ps.11.55 billion of its peso-denominated 9.750% notes due 2033 (peso notes).

Both the UI notes and peso notes are governed by New York law.

The issuance of the peso notes constituted a further issuance of Uruguay’s outstanding 9.75% notes due 2033 initially issued on July 20, 2023.

The offering priced on May 8, 2024, and is expected to close on May 16, 2024.

The offering of the notes was made concurrently with a global cash tender offer to purchase certain series of outstanding peso-inflation-indexed notes of Uruguay governed by New York law and local cash tender offer to purchase certain treasury notes and monetary regulation bills of Uruguay governed by Uruguayan law. Holder participating in the global tender offer that also submit an indication of interest in the new money will be given preference. With regards to the local tender offer, only holders who receive an allocation in either the new UI notes or peso notes can participate. The tender offers are conditioned on the new notes offering not being terminated prior to their settlement date, scheduled for May 14, 2024. This is the first time Uruguay conducts a local tender offer conditioned on the issuance of New York law-governed notes.

HSBC Securities (USA) Inc., Santander US Capital Markets LLC, and Itau BBA USA Securities Inc. acted as underwriters in the notes offering and joint dealer managers in the tender offer.

Uruguay intends to use a portion of the proceeds of the sale of the new notes to pay the purchase price of the existing notes accepted in the tender offers. The balance of the proceeds will be used for general purposes of the government.