Uruguay Announces Results of its Cash Tender Offer and Exchange Offer

    Uruguay Announces Results of its Cash Tender Offer and Exchange Offer

PR Newswire

MONTEVIDEO, Uruguay, Nov. 19, 2012

MONTEVIDEO, Uruguay, Nov. 19, 2012 /PRNewswire/ --Uruguay announced today, in
connection with its offer launched on Tuesday, November 13, 2012, the results
of its invitation to holders of the bonds set forth in the table below (the
"Cash Tender Offer Eligible Bonds") to tender their Cash Tender Eligible Bonds
for cash (the "Cash Tender Offer") upon the terms and subject to the
conditions set forth in the Cash Tender Offer document dated November 13,
2012. The Cash Tender Offer is conditioned upon, among other things, the
consummation of the offering of Uruguay's 4.125% US$ Bonds due 2045 (the "New
Bonds due 2045") sold for cash pursuant to the offering priced on Tuesday,
November 13, 2012 (the "New Bonds Offering"). The aggregate principal amount
of New Bonds due 2045 sold for cash pursuant to the New Bonds Offering is
U.S.$500,000,000 and the expected settlement date for the New Bonds Offering
is Tuesday, November 20, 2012.

The following series of Cash Tender Offer Eligible Bonds were not accepted for
purchase:

  o6.875% due September 2025; and
  o7.875% due July 2027.

The table below sets forth (a) the approximate aggregate principal amount of
each series of Cash Tender Offer Eligible Bonds accepted for purchase and (b)
the expected proration factor for each series of Cash Tender Offer Eligible
Bonds accepted for purchase.

The aggregate purchase price payable by Uruguay (including accrued and unpaid
interest) for all Cash Tender Offer Eligible Bonds accepted for purchase by
Uruguay pursuant to the Cash Tender Offer, translated, in the case of Cash
Tender Offer Eligible Bonds denominated in Euros, to U.S. dollars using the
mid-market spot rate for converting Euros into U.S. dollars as of 8:00 a.m.,
New York City time, on November 16, 2012, according to the CM1 screen on
Bloomberg (which was EUR 1.00 to U.S.$1.2743), will be approximately
U.S.$499,100,000 (the net proceeds of the New Bonds Offering after deducting
U.S.$900,000 on account of certain approximate fees and expenses payable by
Uruguay).

Title of the Cash                               Approximate       Expected
Tender                 ISIN          CUSIP      Principal Amount  Proration
                                                Accepted          Factor
Offer Eligible Bonds
USD Bonds
7.000% due April 2013  US917288AS14  917288AS1  U.S.$2,502,718    100%
7.875% due March 2014  US917288AT96  917288AT9  U.S.$198,514      100%
7.250% due May 2014    US917288AU69  917288AU6  U.S.$1,540,187    100%
7.500% due March 2015  US917288AZ56  917288AZ5  U.S.$10,632,289   100%
8.750% due June 2015   US917288AV43  917288AV4  U.S.$1,185,725    100%
7.625% due January     US917288AX09  917288AX0  U.S.$687,882      100%
2017
9.250% due May 2017    US760942AR33  760942AR3  U.S.$40,522,000   100%
8.000% due November    US917288BC52  917288BC5  U.S.$256,818,597  34.59254%
2022
6.875% due September   US760942AX01  760942AX0  U.S.$0            N/A*
2025
7.875% due July 2027   US760942AE20  760942AE2  U.S.$0            N/A*
EUR Bonds
6.875% due January     XS0225531432  N/A        €24,912,000       100%
2016
7.000% due June 2019   XS0167137834  N/A        €4,548,096        100%
*N/A means "not
applicable".



Holders of Cash Tender Offer Eligible Bonds accepted for purchase will also
receive any accrued and unpaid interest on their Cash Tender Offer Eligible
Bonds up to (but excluding) the settlement date, which is expected to be
Wednesday, November 21, 2012.

The Cash Tender Offer expired on Friday, November 16, 2012, at 5:00 p.m. New
York City time.

Uruguay also announced today, in connection with its offer launched on
Tuesday, November 13, 2012 (the "Exchange Offer"), to holders of certain of
its outstanding bonds set forth in the table below (the "Group A Bonds" and
the "Group B Bonds", which are collectively referred to herein as the
"Exchange Offer Eligible Bonds"), subject to certain conditions, to tender the
Exchange Offer Eligible Bonds in exchange for additional New Bonds due 2045 to
be issued by Uruguay upon settlement of the Exchange Offer, that all validly
tendered Exchange Offer Eligible Bonds have been accepted in the Exchange
Offer and that the expected aggregate principal amount of each series of
Exchange Offer Eligible Bonds to be accepted in the Exchange Offer is the
following:

                                                    Expected Aggregate

Group A Bonds              ISIN          CUSIP      Principal Amount Accepted

                                                    in the Exchange Offer
7.000%dueApril2013      US917288AS14  917288AS1  U.S.$98,770
7.875%dueMarch2014      US917288AT96  917288AT9  U.S.$415,000
7.250% due May 2014        US917288AU69  917288AU6  U.S.$95,500
7.500% due March 2015      US917288AZ56  917288AZ5  U.S.$144,868
8.750% due June 2015       US917288AV43  917288AV4  U.S.$0
7.625%dueJanuary2017    US917288AX09  917288AX0  U.S.$53,700
9.250% due May 2017        US760942AR33  760942AR3  U.S.$500,000
8.000%dueNovember2022   US917288BC52  917288BC5  U.S.$145,778,853
6.875%dueSeptember2025  US760942AX01  760942AX0  U.S.$82,816,591
7.875% due July 2027       US760942AE20  760942AE2  U.S.$1,114,000



                                                  Expected Aggregate

GroupBBonds            ISIN          CUSIP      Principal Amount Accepted

                                                  in the Exchange Offer
7.875%dueJanuary2033  US917288BA96  917288BA9  U.S.$7,200,820
7.625%dueMarch2036    US760942AS16  760942AS1  U.S.$3,263,582

The settlement date of the Exchange Offer is expected to be Wednesday,
November 21, 2012. The expected aggregate principal amount of New Bonds due
2045 to be issued in exchange for the Exchange Offer Eligible Bonds pursuant
to the Exchange Offer is U.S.$354,123,188. Holders will also receive an
amount of cash in U.S. dollars equal to the accrued and unpaid interest due on
such Exchange Offer Eligible Bonds accepted for exchange from and including
the previous interest payment date of such Exchange Offer Eligible Bonds to
and excluding Tuesday, November 20, 2012. Holders will not receive any
payment for interest accrued on and after November 20, 2012 on their Exchange
Offer Eligible Bonds accepted for exchange; and such holders will also not be
required to make any payment for interest accrued but unpaid on the New Bonds
due 2045 on and after November 20, 2012.

In aggregate, the principal amount of New Bonds due 2045 sold for cash
pursuant to the New Bonds Offering and issued pursuant to the Exchange Offer
is expected to be U.S.$854,123,188.

Information regarding the Exchange Offer is set forth in a Prospectus
Supplement dated November 13, 2012, to the Prospectus dated June 20, 2008,
each of which has been filed with the U.S. Securities and Exchange Commission
("SEC"). The Exchange Offer expired on Friday, November 16, 2012, at 5:00
p.m. New York City time and is subject to the consummation of the New Bonds
Offering.

The table below sets forth the approximate principal amount that will remain
outstanding of each series of the Cash Tender Offer Eligible Bonds and
Exchange Offer Eligible Bonds (collectively, the "Eligible Bonds") following
completion of both the Cash Tender Offer and the Exchange Offer (collectively,
the "Offers"):



                                                       Approximate Principal

                                                       Amount Outstanding
Title of the Eligible Bonds  ISIN          CUSIP
                                                       following completion

                                                       of the Offers
7.000% due April 2013        US917288AS14  917288AS1   U.S.$32,202,392
7.875% due March 2014        US917288AT96  917288AT9   U.S.$4,575,449
7.250% due May 2014          US917288AU69  917288AU6   U.S.$14,016,025
7.500% due March 2015        US917288AZ56  917288AZ5   U.S.$166,807,618
8.750% due June 2015         US917288AV43  917288AV4   U.S.$17,124,767
7.625% due January 2017      US917288AX09  917288AX0   U.S.$12,262,288
9.250% due May 2017          US760942AR33  760942AR3   U.S.$96,017,000
8.000% due November 2022     US917288BC52  917288BC5   U.S.$1,232,278,140
6.875% due September 2025    US760942AX01  760942AX0   U.S.$391,883,409
7.875% due July 2027         US760942AE20  760942AE2   U.S.$22,036,000
7.875%dueJanuary2033      US917288BA96   917288BA9  U.S.$1,066,269,972
7.625%dueMarch2036        US760942AS16   760942AS1  U.S.$1,407,867,317
6.875% due January 2016      XS0225531432   N/A        €58,899,000
7.000% due June 2019         XS0167137834   N/A        €57,877,308

All Exchange Offer Eligible Bonds and Cash Tender Offer Eligible Bonds
accepted by Uruguay will be cancelled following the settlement date.

Uruguay may adjust any of the results contained in this press release in the
course of reconciling tenders.

BNP PARIBAS and Citigroup acted as Dealer Managers for, and Bondholder
Communications Group, LLC acted as Information and Tender Agent and
Information and Exchange Agent for, the Cash Tender Offer and Exchange Offer,
respectively. The Bank of New York Mellon (Luxembourg) S.A. acted as
Luxembourg Tender Agent and Luxembourg Exchange Agent for the Cash Tender
Offer and Exchange Offer, respectively.

This announcement is not an offer or a solicitation of offers to exchange or
tender any securities. Any offer will be made solely by the documents
referred to above. The distribution of materials relating to any offer, and
the transactions contemplated by any offer, may be restricted by law in
certain jurisdictions. If materials relating to any offer come into your
possession, you are required by Uruguay to inform yourself of and to observe
all of these restrictions. The materials relating to any offer do not
constitute, and may not be used in connection with, an offer or solicitation
in any place where such offers or solicitations are not permitted by law.

The following additional information of Uruguay and regarding the securities
is available from the SEC's website and also accompanies this free-writing
prospectus:

http://www.sec.gov/Archives/edgar/data/102385/000119312512309047/d375607d18k.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312512309047/d375607dex99d.htm

http://www.sec.gov/Archives/edgar/data/102385/000090342312000529/rou-18ka1_1109.htm

http://www.sec.gov/Archives/edgar/data/102385/000090342312000529/rou-18ka1es99e_1109.htm

http://www.sec.gov/Archives/edgar/data/102385/000090342308000510/repofur-sba1_0619.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312511195798/dsbmef.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312512465907/d438381d424b3.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312512465965/d441272dfwp.htm

http://www.sec.gov/Archives/edgar/data/102385/000090342312000538/repofuruguay-fwp_1113.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312512468392/d441288d424b2.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312512468909/d439371dfwp.htm

http://www.sec.gov/Archives/edgar/data/102385/000090342312000559/repofuruguay-fwp_1114.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312512471318/d440309dfwp.htm

http://www.sec.gov/Archives/edgar/data/102385/000119312512474305/d440898d424b5.htm

Uruguay has filed registration statements (including a prospectus) with the
SEC for the offering of securities to which this communication relates.
Before you invest, you should read the prospectus in those registration
statements and other documents the issuer has filed with the SEC for more
complete information about the issuer and such offering of securities. You
may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offerings will arrange to send you the prospectus or any
prospectus supplements for these offerings if you request them by calling BNP
PARIBAS at (1) 888 210 4358 (in the U.S.) or (1) 212 841 3059 (outside the
U.S.), or Citigroup at (1) 800 558 3745 (in the U.S.) or (1) 212 723 6108
(outside the U.S.).

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS
OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS
COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Bondholder Communications Group, LLC at 1-888-385-2663 (toll free number),
1-212-809-2663 (outside US), +44 20 7382 4580 ( London), www.bondcom.com/rou.
Contact: Rita Upton, Bondholder Communications Group.



SOURCE Republic of Uruguay
 
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