QUITO, Ecuador, Jan. 26, 2026 /PRNewswire/ -- The Republic of Ecuador (the "Republic") announced today the aggregate principal amount of each series of the notes listed in the table below (collectively, the "Notes") that has been validly tendered and accepted for purchase pursuant to its previously announced offer to purchase for cash (the "Offer") the Notes from each registered holder or beneficial owner (each, a "Holder" and, collectively, the "Holders"), subject to the terms and conditions set forth in the offer to purchase, dated January 16, 2026 (the "Offer to Purchase"). The Offer expired as scheduled at 11:00 a.m. (New York City time) on January 23, 2026. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Offer to Purchase.

The purchase price to be paid per U.S.$1,000 principal amount of each series of Notes that are accepted pursuant to the Offer is indicated in the table below (the "Purchase Price"). The Maximum Aggregate Purchase Price to be paid by the Republic for the outstanding principal amount of Notes validly tendered and accepted for purchase is U.S.$3.0 billion.

The following table indicates the aggregate principal amount of each series of Notes that have been validly tendered and accepted pursuant to the Offer, subject to satisfaction of the conditions to the Offer on or prior to the Settlement Date.

 
                                                                                  Aggregate                      Aggregate 
                       ISIN and                                Aggregate      Principal Amount               Principal Amount 
                         Common     Acceptance  Purchase   Principal Amount     Accepted for     Proration       Remaining 
 Title of Notes(1)       Codes       Priority    Price(2)      Tendered           Purchase         Factor       Outstanding 
-------------------  -------------  ----------  ---------  -----------------  -----------------              ----------------- 
                     XS2214237807 
  Step-Up Coupon      / 221423780 
   Notes due 2030     XS2214238102              U.S.$1,00  U.S.$2,482,127,80  U.S.$2,482,127,80     Not      U.S.$558,996,457. 
 (the "2030 Notes")   / 221423810       1         0.00           7.00               7.00         Applicable         00 
                     XS2214238441 
  Step-Up Coupon      / 221423844 
   Notes due 2035     XS2214238524              U.S.$900.  U.S.$2,122,917,67  U.S.$575,413,547.              U.S.$5,927,377,14 
 (the "2035 Notes")   / 221423852       2          00            3.00                00           27.10 %          5.00 
 
 
____________________ 
(1)  The Step-Up Coupon Notes due 2030 and the Step-Up Coupon Notes due 2035 
     are admitted to trading on the Euro MTF Market of the Luxembourg Stock 
     Exchange. 
(2)  In addition, Holders will receive any accrued and unpaid interest from, 
     and including, the last applicable interest payment date for such Notes 
     up to, but excluding, the Settlement Date (as defined below) (the 
     "Accrued Interest"). Amounts paid towards Accrued Interest will be paid 
     from general revenues available to the Republic. 
 

The Offer is conditioned, among other things, on the concurrent (or earlier) closing of one or more series of new global notes (the "New Notes"), in an aggregate principal amount sufficient to fund a portion of the Offer, with pricing and on terms and conditions acceptable to the Republic in its sole discretion (the "New Notes Offering"). The balance of the purchase price for the Notes purchased pursuant to the Offer will come from general revenues available to the Republic. The New Notes Offering is being made solely by means of the offering circular relating to the offering of the New Notes, and neither this announcement nor the Offer to Purchase constitutes an offer to sell or the solicitation of an offer to buy the New Notes.

The Republic will accept the full amount of the aggregate principal amount of validly tendered 2030 Notes, without application of a Proration Factor.

Following acceptance of the full amount of the aggregate principal amount of validly tendered 2030 Notes, accepting the full amount of the aggregate principal amount of validly tendered 2035 Notes would exceed the Maximum Aggregate Purchase Price. Accordingly, the Republic will accept the 2035 Notes for purchase on a prorated basis, applying the Proration Factor shown in the table above, pursuant to the procedures described in the Offer to Purchase.

In cases where the principal amount of 2035 Notes following application of the Proration Factor resulted in (i) the relevant Holder transferring 2035 Notes to the Republic in a principal amount of less than relevant Minimum Denomination and/or (ii) 2035 Notes in a principal amount of less than the relevant Minimum Denomination being returned to the relevant Holder, the Republic has elected to accept all of such Holders' validly tendered 2035 Notes, without applying the Proration Factor. All 2035 Notes validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to Holders through the applicable Clearing System on the Settlement Date.

The settlement of the Offer is expected to occur on January 29, 2026, subject to change without notice (the "Settlement Date"). Holders of validly tendered and accepted Notes will be entitled to receive for such Notes the applicable Purchase Price and Accrued Interest, if any, if the conditions of the Offer are met.

Morrow Sodali International LLC, trading as Sodali & Co is the information and tender agent in connection with the Offer (the "Information and Tender Agent"), and BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers (the "Dealer Managers") for the Offer. Centerview Partners LLC is the Republic's financial advisor in connection with the Offer. The Offer to Purchase and other announcements may be downloaded from the Information and Tender Agent's Transaction Website, https://projects.sodali.com/ecuador, subject to eligibility confirmation and registration, or obtained from the Information and Tender Agent at the contact below:

Information and Tender Agent

Sodali & Co Ltd.

 
         In London:                  In Stamford: 
  The Leadenhall Building          333 Ludlow Street 
    122 Leadenhall Street        South Tower, 5th Floor 
      London, EC3V 4AB             Stamford, CT 06902 
       United Kingdom                United States 
 Telephone: +44 20 4513 6933   Telephone: +1 203 658 9457 
 

Email: ecuador@investor.sodali.com

Transaction Website: https://projects.sodali.com/ecuador

Holders may also contact the Dealer Managers at the telephone numbers provided below for information concerning the Offer.

Dealer Managers

 
     BofA Securities, Inc.                   Citigroup Global 
                                                Markets Inc. 
   One Bryant Park, 9th Floor     388 Greenwich Street, Trading 4th Floor 
    New York, New York 10036              New York, New York 10013 
          United States                        United States 
   Attn: Liability Management         Attn: Liability Management Group 
      In the United States,              Toll Free: 1-800-558-3745 
 call toll-free: +1 800-292-0070          Collect: 1-212-723-6106 
   Outside the United States,      Email: ny.liabilitymanagement@citi.com 
  call collect: +1 646-855-8988 
 

Financial Advisor to the Republic

Centerview Partners

51 avenue Hoche

75008 Paris

France

Telephone: +33 1 80 20 06 20

Disclaimer

This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Offer to Purchase, and are subject to certain legal restrictions set out below and more fully described therein.

Certain Legal Restrictions

The New Notes Offering will be made solely by means of the offering circular relating to that offering. Before you invest, you should read the offering circular for more complete information about the Republic and the New Notes Offering. You may not participate in the New Notes Offering unless you have received and reviewed the offering circular for the New Notes Offering. Under no circumstances may you participate in the New Notes Offering in reliance on, or on the basis of, this announcement. The New Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act, and will not be registered under the Securities Act or the securities laws of any other jurisdiction.

This announcement is not an offer to purchase or a solicitation of an offer to sell the Notes. The Offer will be made only by and pursuant to the terms of the Offer to Purchase, as may be amended or supplemented from time to time.

Neither this announcement nor the Offer to Purchase constitute an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Republic, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate on behalf of the Republic in that jurisdiction.

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