The Government of Bermuda Announces Commencement Of Cash Tender Offers For Any And All Of Its 5.603% Senior ...

HAMILTON, Bermuda, Nov. 7, 2018 /PRNewswire/ -- The Government of Bermuda (the "Government") announced today the commencement of offers to purchase for cash (the "Tender Offers") any and all of its outstanding 5.603% Senior Notes due 2020 (the "Notes due 2020") and up to U.S.$200,000,000 in aggregate principal amount (as such amount may be increased at the sole discretion of the Government, the "2024 Cap") of its outstanding 4.854% Senior Notes due 2024 (the "Notes due 2024," 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 November 7, 2018 (the "Offer to Purchase").The tender period (the "Tender Period") will commence on November 7, 2018 and expire at 8:00 a.m., New York City time, on November 15, 2018 unless extended or earlier terminated by the Government in its sole discretion (the "Expiration Time").  The settlement of the Tender Offers is scheduled to occur on November 20, 2018 (the "Settlement Date"). Tenders of the Notes due 2024 in an aggregate principal amount in excess of the 2024 Cap may be subject to proration, in accordance with the terms of the Tender Offers described in the Offer to Purchase.The Tender Offers are not conditioned upon any minimum participation by the holders of the Existing Notes but are conditioned on (a) the satisfaction or waiver by the Government of the conditions described in the Offer to Purchase, (b) the closing of an offering of new notes (the "New Notes") by the Government (the "New Notes Offering"), which is intended to settle prior to or concurrently with the Tender Offers, and (c) the dealer manager agreement relating to the Tender Offers not being terminated prior to or at the time of the settlement of the Tender Offers.  Tendering Holders who wish to tender their Existing Notes for cash and also subscribe for the New Notes should obtain a unique identifier code ("Unique Identifier Code") by contacting Citigroup Global Markets Inc. or HSBC Securities (USA) Inc. (the "Dealer Managers").  The Government will review tender instructions received on or prior to the Expiration Time and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. A Unique Identifier Code is not required for a Holder to tender its Existing Notes, but if a tendering Holder wishes to subscribe for the New Notes, such Holder should quote their Unique Identifier Code in its ATOP or Electronic Acceptance Instruction. However, no assurances can be given that any Holder that tenders Existing Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.The Tender Offers are not conditioned on each other.  Additionally, the Government will only accept for purchase 2024 Notes up to the 2024 Cap (subject to increase or decrease by the Government in its sole discretion). The Government will not accept for purchase more than the 2024 Cap Amount of Notes due 2024 validly tendered even if Notes due 2024 in excess of such amounts are validly tendered.  Allocations in the New Notes Offering will be determined by the Government, Citigroup Global Markets Inc. ("Citigroup") and HSBC Securities (USA) Inc. ("HSBC"), as initial purchasers in the New Notes Offering, in their sole discretion, based on a number of factors, which may include an assessment of an investor's long term interest in owning debt securities issued by the Government, the size and timing of such investor's indication of interest in purchasing New Notes, and the aggregate principal amount of all tenders in the Tender Offers. However, none of the Government, Citigroup, or HSBC are 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 table below summarizes certain payment terms of the Tender Offers:

Description of Existing Notes	Outstanding Principal Amount as of the date hereof	ISIN/CUSIP Numbers	Reference U.S. Treasury Security(1)	Bloomberg Reference Page	Fixed Spread (Basis Points)	Hypothetical Purchase Price(2)
5.603% Senior Notes due 2020	U.S.$223,935,000	USG1035JAB47/G1035J AB4 (Reg S) US38377HAA59/38377H AA5 (144A)	1.50% due July 15, 2020	FIT4	+35	U.S.$1,037.36
4.854% Senior Notes due 2024	U.S.$750,000,000	USG10367AB96/G10367 AB9 (Reg S) US085209AC89/085209 AC8 (144A)	2.875% due October 31, 2023	FIT1	+95	U.S.$1,039.76

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(1)

The Purchase Price for each series of Existing Notes payable per each U.S.$1,000 principal amount of each series of Existing Notes validly tendered for purchase will be based on the fixed spread specified in the table above (the "Fixed Spread") for the applicable series of Existing Notes, plus the yield of the specified Reference U.S. Treasury Security for that series as of 2:00 p.m. (New York City time) on November 15, 2018, unless extended with respect to the applicable Tender Offer. See "The Tender Offers—Purchase Price; Determination of the Purchase Price." The Purchase Price does not include the applicable Accrued Interest, which will be payable in cash in addition to the applicable Purchase Price.

(2)

Hypothetical Purchase Price payable per each U.S.$1,000 principal amount of each series of Existing Notes, assuming that the Reference Yield (as defined below) had been measured at 9:30 a.m. (New York City time) on November 7, 2018 and assuming a hypothetical settlement date of November 20, 2018. See Annex B to this Offer to Purchase for additional information regarding the calculation of the hypothetical Purchase Price. The hypothetical information provided in the table above is for illustrative purposes only.  Bermuda makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the table above depending on the yield of the applicable Reference U.S. Treasury Security as of the price determination time.

For each U.S.$1,000 principal amount of Existing Notes that are validly tendered and made in accordance with the terms and conditions of the Tender Offers ("Tenders") on or prior to the Expiration Time, and accepted for purchase pursuant to the Tender Offers, the Government will pay the applicable Purchase Price indicated in the table above (each, a "Purchase Price"), plus Accrued Interest (as defined below) thereon.  The applicable Purchase Price payable by the Government for each U.S.$1,000 principal amount of each series of Existing Notes validly tendered at or prior to the Expiration Time and accepted by the Government pursuant to the Tender Offers, will be equal to the price, determined in accordance with standard market practice, as described in the Offer to Purchase, that equates to a yield to maturity equal to the sum of (a) the applicable fixed spread specified in the table above for each such series of Existing Notes, plus (b) the applicable reference yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury Security (specified in the table above) at the Price Determination Time.The Government will announce the applicable Purchase Price for each series of Existing Notes as soon as practicable after they are determined by the dealer managers at the Price Determination Time.Holders of Existing Notes participating in the Tender Offers whose Existing Notes are accepted for purchase will also receive any accrued and unpaid interest on their Existing Notes from, and including, the last interest payment date for such Existing Notes to, but not including, the Settlement Date ("Accrued Interest"). Tenders that are accepted will be settled solely by the Government on the Settlement Date, subject to the terms and conditions of the Tender Offers.During the Tender Period, a holder of Existing Notes may place orders to tender such Existing Notes through the DTC, Euroclear or Clearstream, Luxembourg clearing systems. Holders who tender their Existing Notes will not have withdrawal rights with respect to the Tender Offers, unless required by applicable law.The Government reserves the right, in its sole discretion, not to accept any tender for any reason or to extend, re-open, amend or terminate the Tender Offers, or to close a Tender Offer to further Tenders, in its sole discretion.Any extension, termination or amendment of the Tender Offers will be followed, as promptly as practicable, by public announcement thereof.  The Government shall communicate such public announcement by issuing a press release in accordance with applicable law and by an announcement on the website of the Luxembourg Stock Exchange (www.bourse.lu) and the website of the Bermuda Stock Exchange (www.bsx.com), which websites are not incorporated herein by reference and on the Offer Website run by the Tender and Information Agent (https://www.gbsc-usa.com/Bermuda). The Dealer Managers for the Tender Offers are:

Citigroup Global Markets Inc. 388 Greenwich Street, 7th Floor New York, New York 10013 United States Attn:  Liability Management Group Collect:  (212) 723-6106 Toll-Free:  (800) 558-3745

HSBC Securities (USA) Inc. 452 Fifth Avenue New York, New York 10018 United States Attn: Global Liability Management Group Collect: 1 212 525 5552 Toll-Free: 1 888 HSBC 4LM

Questions regarding the Tender Offers may be directed to the Dealer Managers at the above contacts.The Offer to Purchase, as well as other relevant notices and documents, will also be available on the Tender Offer Website, https://www.gbsc-usa.com/Bermuda operated by the Tender and Information Agent.The Tender and Information Agent for the Tender Offers is Global Bondholder Services Corporation.

65 Broadway, Suite 404

New York, New York 10006

United States

Banks and Brokers call: (212) 430-3774

Toll-Free: (866) 470-4200

Email: contact@gbsc-usa.com

By facsimile: (for Eligible Institutions only) (212) 430-3775

Confirmation: (212) 430-3774

Holders of the Existing Notes are urged to read the Offer to Purchase carefully. Any questions or requests for assistance in relation to the Offer to Purchase may be directed to the Dealer Managers at their respective telephone number set forth above or to the Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers. Requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at the address and telephone number set forth above.* * *This release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the Existing Notes or any other securities.The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Government, the Bank of New York Mellon as trustee for the Existing Notes, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether or not holders should tender their Existing Notes pursuant to the Tender Offers.* * *Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended.  All statements other than statements of historical facts included in this press release are forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Government, to be materially different from any future results or performance expressed or implied by such forward-looking statements.  These statements are based on certain assumptions and analyses the Government has made in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances.  The Government cautions you that a number of important factors could cause actual results and developments to differ materially from those contained in any forward-looking statement.  The information contained in this press release identifies important factors that could cause such differences.  The Government undertakes no obligation to update any of its forward-looking statements.* * * View original content:https://www.prnewswire.com/news-releases/the-government-of-bermuda-announces-commencement-of-cash-tender-offers-for-any-and-all-of-its-5-603-senior-notes-due-2020-and-up-to-us200-000-000-in-aggregate-principal-amount-of-its-4-854-senior-notes-due-2024--300745862.htmlSOURCE The Government of Bermuda

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