BSX Filing: Government Senior Notes Offering

October 11, 2016

In a filing with the Bermuda Stock Exchange [BSX], the Government of Bermuda filed an announcement regarding its Senior Notes Offering.

The filing stated: ”The Government of Bermuda [the “Government”] announced today the results as of 5:00 p.m., New York City time, on October 7, 2016 [the “Early Participation Deadline”] of its previously announced cash tender offers [the “Tender Offers”] for its 5.603% Notes due 2020 [the “Notes due 2020”] and its 4.138% Notes due 2023 [the “Notes due 2023” and, together with the Notes due 2020, the “Existing Notes”].

“The terms and conditions of the Tender Offers are set forth in the offer to purchase, dated September 28, 2016 [the “Offer to Purchase”]. The Offer to Purchase, as well as other relevant notices and documents, are available on the Tender Offer Website, operated by the Tender and Information Agent.

“The tender period [the “Tender Period”] commenced on September 28, 2016 and was scheduled to expire at 5:00 p.m., New York City time, on October 18, 2016 unless extended or earlier terminated by the Government in its sole discretion. The settlement of the Tender Offers is expected to occur on October 19, 2016 [the “Settlement Date”].

“The table below sets forth the aggregate principal amount of each series of Existing Notes validly tendered on or prior to the Early Participation Deadline.

Principal Amount Bermuda Oct 2016

“[1] Subject to further adjustments and the terms and conditions set forth in the Offer to Purchase, including the concurrent [or earlier] closing of the New Notes Offering in an amount, with pricing and on terms and conditions acceptable to the Government.

“Subject to further adjustments, the Government currently intends to accept for purchase U.S.$276,065,000 of the 5.603% Senior Notes due 2020, representing all tenders of Notes due 2020 received by the Early Participation Deadline. Such an amount, in turn, represents an increase from the originally announced maximum tender amount of U.S.$150,000,000.

“The Government will not accept any tenders of the 4.138% Senior Notes due 2023. As the aggregate principal amount of validly tendered Notes due 2020 at or prior to the Early Participation Deadline is in excess of the maximum tender amount specified in the Offer to Purchase, the Government will no longer accept tenders of Existing Notes.

“Settlement of the Tender Offers is conditioned, among other things, on the closing of an offering of new notes [the “New Notes”] by the Government [the “New Notes Offering”], which is intended to be consummated prior to or concurrently with the Tender Offers.

“Allocations in the New Notes Offering will be determined by the Government and HSBC Securities [USA] Inc. [HSBC], as initial purchaser in the New Notes Offering, in their sole discretion based on a number of different factors, which may include an assessment of an investor’s long term interest in owning debt securities of the Government, the size and timing of such investor’s indication of interest in purchasing New Notes, and the tenders in the Tender Offers.

“However, neither the Government nor HSBC is obligated to consider participation in the Tender Offers in making an allocation determination with respect to the New Notes with regard to any particular investor.

“The Government reserves the right, in its sole discretion, to not accept any tender for any reason or to extend, re- open, amend or terminate the Tender Offers, in its sole discretion.”

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