#Tender Offer #Bahamas #Nassau #Bahamas Government #Notes Offer

The Commonwealth of The Bahamas Initiates Cash Tender Offer for Notes

On June 9, 2025, the Commonwealth of The Bahamas announced the commencement of its cash tender offer, inviting holders of its various series of notes to participate. This offer, detailed in the accompanying Offer to Purchase, allows registered holders or beneficial owners of the notes to tender their instruments at a set price, which will be determined based on the government’s discretion.

Overview of the Tender Offer

The offer is designed to purchase the outstanding series of notes as specified in the table included within the official announcement. Notably, there's no condition for minimum participation from any series, although it requires the concurrent or prior closing of a new global notes issuance to facilitate funding for the offer. Therefore, the new notes issuance is critical for the successful execution of this tender.

For the outstanding principal amounts of the notes validly tendered and accepted, the Government reserves the right to set the maximum purchase price for each series. This maximum price will not include any interest that may have accrued and remains unpaid by the expiration of the offer.

Special Conditions for Participants

While stakeholders have an opportunity to tender their existing notes, it’s essential to know that participating holders can obtain a Priority Allocation Code by contacting designated Dealer Managers. This code is significant for those intending to subscribe to the new notes. Holders without this code can still tender their notes, but priority may be given to those with the allocation code when distributing the new notes.

To offset the processing costs incurred by brokers on behalf of the tendering holders, the government will provide a processing fee for individual tenders up to a specified limit, ensuring brokers are compensated for their efforts in facilitating the transactions.

The Offer Details

The tender offer includes six distinct series of notes with varying maturity dates and purchase prices as follows:

• - 6.000% Notes due 2028: $1,000.00 per $1,000 principal amount.
• - 9.000% Notes due 2029: $1,062.50 per $1,000 principal amount.
• - 6.950% Notes due 2029: $987.50 per $1,000 principal amount.
• - 8.950% Notes due 2032: $1,065.00 per $1,000 principal amount.
• - 6.625% Notes due 2033: $905.00 per $1,000 principal amount.
• - 7.125% Notes due 2038: $862.50 per $1,000 principal amount.

The maturity dates and purchase prices aim to provide a structured way for holders to assess their options and make informed decisions during the tender period.

Timeline and Procedures

The tender offer commenced on June 9, 2025, and runs until 5:00 PM New York City time on June 16, 2025. Holders may withdraw their submitted tenders before the expiration, ensuring participants have flexibility during the process. The settlement for accepted tenders is anticipated to occur on June 24, 2025. By June 17, the Government will disclose the aggregate principal amount of tenders received and provide essential updates regarding the acceptance of these tenders.

Conclusion

The Bahamas Government encourages holders to review the Offer to Purchase thoroughly to understand the implications of their participation in this tender. While the offer presents an opportunity for liquidity, it is vital for holders to independently assess their notes' value and consider the terms of the offer before proceeding. Through this initiative, the government aims to address its fiscal responsibilities while providing an avenue for investors to manage their portfolio effectively.