Uruguay in $2 Billion Liability Management Transactions

Cleary Gottlieb represented República Oriental del Uruguay in a series of liability management transactions to further improve its external debt profile, including an issuance for cash of Ps.25.376 billion ($1.275 billion) aggregate principal amount of 4.375% UI global bonds due 2028 (the “2028 Bonds”), an offer to holders of its 5.00% UI global bonds due 2018 to submit offers to exchange these bonds for its 2028 Bonds, and an offer to holders of certain series of bonds all maturing on or prior to 2036 to tender such bonds for cash. The 2028 Bonds were issued on December 15, the settlement of the exchange offer took place on December 15, and the settlement of the cash tender offer took place on December 16.

The issuance of the 2028 Bonds for cash, which will be used by Uruguay in part to fund the cash tender offer, comprised an offering priced on December 5 in the aggregate principal amount of Ps.19.960 billion ($1.0 billion) and an additional issuance of 2028 Bonds priced on December 12 in the aggregate principal amount of Ps.5.470 billion ($274.9 million).

Uruguay accepted for purchase in the exchange offer, registered under the Securities Act and launched on December 6, bonds in the aggregate principal amount of Ps.8.845 billion ($444.5 million). The aggregate amount of 2028 Bonds issued in the exchange offer was Ps.14.419 billion ($724.6 million). The exchange offer was subject to the consummation of the issuance of the 2028 Bonds for cash.

After giving effect to all of these offerings, the total amount outstanding of Uruguay’s 2028 Bonds is Ps.39.795 billion (approximately $2.0 billion).

The 2028 Bonds were issued under Uruguay’s shelf registration statement. Amounts due under the 2028 Bonds will be adjusted to reflect inflation measured in UI (Unidades Indexadas), Uruguay’s inflation-indexed monetary unit. Payments under the 2028 Bonds will be made in U.S. dollars based on the Uruguayan peso/dollar exchange rate at the time of each payment, with principal being paid in three annual installments beginning in 2026.

In the cash tender offer, also launched on December 6, Uruguay accepted for purchase bonds denominated in U.S. dollars and Euros from eleven of fifteen outstanding series invited to participate in the offer. The cash tender offer was subject to a financing condition related to Uruguay having received sufficient net proceeds from the sale for cash of its 2028 Bonds to make the payments contemplated by the cash tender offer.