Republic of Honduras Announces Offer to Purchase Existing Notes

TEGUCIGALPA, Honduras, July 14, 2026 /PRNewswire/ — The Republic of Honduras (“Honduras“) announced today the commencement of an offer to purchase for cash (the “Offer“) from each beneficial owner (each, a “Holder” and, collectively, the “Holders“) its outstanding 6.250% Notes due 2027, as such series is described further in the table below (the “Existing Notes“). The maximum amount to be paid for the Existing Notes validly tendered and accepted for purchase pursuant to the Offer, not including interest accrued and unpaid thereon, is to be determined by Honduras in its sole discretion (the “Maximum Purchase Amount“).

The Offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2026 (the “Offer Document“), including the issuance of new notes (the “New Notes“) by Honduras in an amount and on terms acceptable to Honduras (the “New Notes Offering“). The New Notes Offering will be made solely by means of an offering memorandum relating to that offering, and the Offer Document does not constitute an offer to sell or the solicitation of an order to buy the New Notes.

Holders who wish to tender their Existing Notes and subscribe to New Notes may obtain a priority allocation code (a “Priority Allocation Code“) by contacting any of the Dealer Managers (as defined below) and should include their Priority Allocation Code in their ATOP acceptance. A Priority Allocation Code is not required to tender Existing Notes. Tendering Holders who wish to subscribe to New Notes should include their Priority Allocation Code when subscribing to New Notes. Honduras will review Tenders received on or prior to the Tender Period Expiration Time and may give priority to those investors with a Priority Allocation Code in connection with the allocation of New Notes. 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 purchase price to be paid per U.S.$1,000 principal amount of the Existing Notes that are accepted pursuant to the Offer will be an amount equal to the fixed price indicated in the table below (the “Purchase Price“). In addition to the Purchase Price, Holders whose Existing Notes are accepted for purchase in the Offer will also receive any accrued and unpaid interest from, and including, the last interest payment date for such Existing Notes up to, but excluding, the Settlement Date (as defined below) (the “Accrued Interest“). If the aggregate Purchase Price for all validly tendered Existing Notes exceeds the Maximum Purchase Amount, Tenders (as defined below) for Existing Notes may be subject to proration at Honduras’ sole discretion.

Existing Notes

Existing Notes may be tendered only in principal amounts equal to U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof (the “Minimum Denomination“). Holders who tender less than all of their Existing Notes must continue to hold Existing Notes in at least the Minimum Denomination.

Honduras reserves the right, in its sole discretion, to accept or not accept any or all valid orders to tender Existing Notes in accordance with the terms and conditions of the Offer (each, a “Tender“), subject to applicable law. In addition, Honduras expressly reserves the right, for any reason, in its sole discretion, and subject to applicable law, to (i) extend the period of time during which the Offer shall remain open at any time and from time to time, (ii) terminate or withdraw the Offer at any time, (iii) amend the terms of the Offer in any respect, (iv) increase or decrease the Purchase Price for the Existing Notes, and (v) increase or decrease the Maximum Purchase Amount, including without extending the Offer. In the event of a termination of the Offer, the tendered Existing Notes will be returned to the tendering Holder.

If Honduras accepts all or a portion of a Holder’s Tender, the Holder will be entitled to receive for the Existing Notes so tendered and accepted for purchase the applicable Purchase Price plus Accrued Interest, which will be paid on the Settlement Date (as defined below), if the conditions of the Offer are met.

The Offer commenced on Tuesday, July 14, 2026. Unless extended or earlier terminated in Honduras’ sole discretion, the Offer will expire at 5:00 p.m., New York City time, on Tuesday, July 21, 2026 (the “Tender Period Expiration Time”). In the event that the Offer is extended or earlier terminated, the term “Tender Period Expiration Time” shall mean the time and date on which the Offer, as so extended or earlier terminated, shall expire. Unless extended or earlier terminated in Honduras’ sole discretion, the Holders’ right to validly withdraw Existing Notes tendered pursuant to the Offer will expire at 5:00 p.m., New York City time, on Tuesday, July 21, 2026 (the “Withdrawal Deadline“). In the event that the Holders’ right to withdraw tendered Existing Notes is extended or earlier terminated, the term “Withdrawal Deadline” shall mean the time and date on which such withdrawal right, as so extended or earlier terminated, shall expire. Holders who have validly tendered their Existing Notes may withdraw such Existing Notes at any time prior to the Withdrawal Deadline. The settlement of the Offer is scheduled to occur on Wednesday, July 29, 2026 (the “Settlement Date“).

On Wednesday, July 22, 2026, or as soon as possible thereafter, Honduras expects to announce the aggregate principal amount of Existing Notes tendered during the Tender Period (as defined in the Offer Document). On Thursday, July 23, 2026, or as soon as possible thereafter, Honduras expects to announce (i) the Maximum Purchase Amount, (ii) the amount of Tenders to be accepted for purchase (subject to satisfaction or waiver of the conditions to the Offer, including the closing of the New Notes Offering, on or prior to the Settlement Date), and (iii) whether any proration of the Existing Notes has occurred.

The Existing Notes are held in book-entry form through the facilities of The Depository Trust Company (“DTC“). The Tender and Information Agent (as defined below) will establish accounts with respect to the Existing Notes at DTC for purposes of the Offer. To effectively tender Existing Notes held in DTC, DTC participants should transmit their acceptance through DTC’s Automated Tender Offer Program (“ATOP“), and DTC will then edit and verify the acceptance and send an Agent’s Message (as defined in the Offer Document) to the Tender and Information Agent for its acceptance. Holders of Existing Notes held indirectly through Euroclear Bank S.A./N.V. (“Euroclear“) or Clearstream Banking, société anonyme (“Clearstream“), must comply with the applicable procedures of Clearstream or Euroclear, as applicable, in connection with a Tender of Existing Notes and must submit their acceptance in sufficient time for such Tenders to be made through DTC prior to the Tender Period Expiration Time. Holders should note that Clearstream and Euroclear may require that action be taken a day or more before the Tender Period Expiration Time. Failure to submit Existing Notes on time may result in the cancellation of a Holder’s Tender. Honduras has not provided guaranteed delivery procedures and there is no separate letter of transmittal in connection with the Offer.

You are advised to consult with the broker, dealer, bank, custodian, trust company, or other nominee through which you hold your Existing Notes as to the deadlines by which such intermediary would require receipt of instruction from you to participate in the Offer in accordance with the terms and conditions of the Offer as described in the Offer Document in order to meet the deadlines set forth in the Offer Document. The deadlines set by DTC, Euroclear, Clearstream or any such intermediary for the submission of Existing Notes may be earlier than the relevant deadlines specified in the Offer Document. The acceptance of any Tenders forwarded to DTC from Euroclear or Clearstream after the Tender Period Expiration Time will be in the sole discretion of Honduras.

The complete terms and conditions of the Offer are set forth in the Offer Document, together with any amendments or supplements thereto, which Holders are urged to read carefully before making any decision with respect to the Offer.

Global Bondholder Services Corporation is serving as the tender agent and the information agent in connection with the Offer (the “Tender and Information Agent“), and the Offer Document may be downloaded from the Tender and Information Agent’s website https://www.gbsc-usa.com/Honduras/ or obtained from the Tender and Information Agent at the contact below:

or from the Dealer Managers.

The dealer managers (the “Dealer Managers“) for the Offer are:

Questions regarding the Offer may be directed to and the Offer Document may be obtained from the Dealer Managers at the above contact information.

Important Notice

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

The distribution of materials relating to the Offer, and the transactions contemplated by the Offer, may be restricted by law in certain jurisdictions. The Offer is made only in those jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where they are prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make the Offer pursuant to the Offer Document, it has not distributed or forwarded the Offer Document or any other documents or materials relating to the Offer to any such person, and that it has complied with all laws and regulations applicable to it for purposes of participating in the Offer. Neither Honduras nor any of the Dealer Managers accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

The materials relating to the Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates are licensed brokers or dealers in that jurisdiction, the Offer, as the case may be, shall be deemed to be made by the Dealer Managers or such affiliates on behalf of Honduras in that jurisdiction. Beneficial owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as “holders.”

 

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SOURCE Republic of Honduras