Uruguay in New Money Offering and Tender Offers

Cleary Gottlieb represented the Republic of Uruguay (Uruguay) in an offering of Ps.54.02 billion 8% peso-denominated notes due 2035 and $500 million of its USD-denominated 5.442% notes due 2037.

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

The issuance of the USD Notes constituted a further issuance of Uruguay’s outstanding 5.442% notes due 2035 initially issued on February 14, 2025.

The offering priced on October 22, 2025, and closed on October 29, 2025.

The offering of the notes was made concurrently with a global cash tender offer to purchase certain series of outstanding peso-denominated 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. Holders participating in the global tender offer that also submitted an indication of interest in the new money were given preference. With regards to the local tender offer, only holders who received an allocation in the new peso notes could participate. The tender offers were conditioned on the new notes offering not being terminated prior to their settlement date.

BofA Securities Inc., HSBC Securities (USA) Inc., 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.