Barbados launches exchange offer for its US dollar-denominated commercial debt

The Government of Barbados (the “Government”) announced yesterday that it has launched invitations to eligible holders of certain of its US dollar-denominated debt to offer to exchange such debt for new bonds to be issued by Barbados.

The invitations comprise parallel invitations to: (a) holders of three series of English law-governed US dollar bonds issued by the Government in an aggregate principal amount of US$540 million, (b) holders of certain Barbados law-governed US dollar bonds issued by the Barbados Transport Board, Barbados Agricultural Management Co. Ltd and the Government and (c) lenders under a US$225 million credit agreement, each as set out below.

The launch of the invitations follows extensive discussions between the Barbados External Creditor Committee (the “Committee”) and the Government. These discussions have included a number of meetings between senior governmental officials and representatives from the four core members of the Committee, which includes Eaton Vance Management, Greylock Capital Management, LLC, Teachers Advisors, LLC, and Guyana Bank for Trade and Industry Limited.

The terms of the invitations reflect the agreement in principle between the Government and the Committee as described in the joint press release dated 18 October 2019.

The English Law Bond Invitation
The English law bond invitation will be made to certain eligible holders of bonds that are included in the invitation as listed below. Eligible holders of such bonds will be invited to offer to exchange their existing bonds for new bonds to be issued by Barbados and a cash payment, which Barbados does not expect to be available to holders in any future debt management exercise. In conjunction with the English law bond invitation, Barbados is soliciting consents from holders of each series of existing bonds in favour of an extraordinary resolution which, if passed, would mandatorily exchange all bonds of that series for the new bonds plus the cash payment. The terms and conditions of the English law bond invitation are described in the English law bond invitation memorandum, which is available from the Exchange and Information Agent as set out below.
Bonds issued by Barbados that are included in the English law bond invitation are:
• US$150 million 7.25% bonds due 2021 (CUSIP 067070AC6 and P48864AC9; ISIN
US067070AC67 and USP48864AC94)
• US$200 million 7.00% bonds due 2022 (CUSIP 067070AF9 and P48864AD7; ISIN
US067070AF98 and USP48864AD77)
• US$190 million 6.625% bonds due 2035 (CUSIP 067070AD4 and P48864AF2; ISIN
US067070AD41 and USP48864AF26)

The Barbados Law Bond Invitations
The Barbados law bond invitations will be made to holders of
(a) the Barbados law-governed Fixed Rate Non-Callable Guaranteed Bonds 2007-2022 issued by the Barbados Transport Board,
(b) the Barbados law-governed Fixed Rate Non-Callable Guaranteed Bonds 2007-2022 issued by Barbados Agricultural Management Co. Ltd and
(c) the Barbados law-governed Class B Fixed Rate Bonds due 2019 issued by the Government of Barbados (the “2019 Bonds”).

Holders will be invited to offer to exchange their existing bonds for the new bonds to be issued by Barbados and the cash payment. In conjunction with the bond invitation relating to the 2019 Bonds, Barbados is soliciting consents from holders of such series of bonds in favour of an extraordinary resolution which, if passed, would mandatorily exchange all bonds of that series for the new bonds plus the cash payment. The terms and conditions of the Barbados law bond invitations are described in the relevant invitation memoranda, which are available from the Exchange and Information Agent as set out below.

The Loan Invitation
Concurrent with the bond invitations, Barbados is also inviting lenders under a US$225 million credit agreement dated 13 December 2013 between, among others, the Government and Credit Suisse AG, Cayman Islands Branch as administrative agent to exchange the loans thereunder for the new bonds to be issued by Barbados and the cash payment. In conjunction with the loan invitation, Barbados is soliciting consents from holders of the loans to amend or waive certain provisions of the credit agreement governing the loans. The terms and conditions of the loan invitation are described in the loan invitation memorandum which is available from the Exchange and Information Agent as set out below.

Timing
Unless extended by Barbados:
• the loan invitation and the exchange offer portions of the English and Barbados law bond invitations will expire at 5:00 p.m. (New York City time) on Friday 22 November 2019;
• the deadline for the consent solicitation relating to 2019 Bonds cleared through Euroclear or Clearstream is 5:00 p.m. (New York City time) on Friday 22 November 2019;
• the deadline for the consent solicitation relating to 2019 Bonds held in physical form is 5:00 p.m. (New York City time) on Monday 25 November 2019; and
• the deadline for the consent solicitation portion of the English law bond exchange is 5:00 p.m. (New York City
time) on Monday 25 November 2019.

Holders should be aware that the bank, broker, dealer, trust company or other nominee through which they hold their existing claims may have earlier deadlines for taking
action pursuant to the invitations.

Barbados Advocate

Mailing Address:
Advocate Publishers (2000) Inc
Fontabelle, St. Michael, Barbados

Phone: (246) 467-2000
Fax: (246) 434-2020 / (246) 434-1000