Ukraine is offering holders of GDP warrants issued for a nominal amount of $2 billion 591.219 million to exchange them at a ratio of 1.34 for new amortized Eurobonds of Ukraine B maturing in 2030-2032 and to pay cash compensation of up to 7% for such an exchange, according to a proposal on the Irish Stock Exchange and Cabinet of Ministers Resolution No. 1554 of December 1.
It notes that Ukraine and the special committee of GDP warrant holders made significant progress on the terms of such an exchange in the next round of negotiations from November 25 to 30, but the search for full agreement will continue in the coming days in order to reflect the results of such consultations in the relevant amendments to the Memorandum of Exchange by December 5.
The basic terms provide that 45% of the principal amount of the new Eurobonds B will be redeemed on February 1, 2030, and 2031, while the remaining 10% will be redeemed on February 1, 2032.
The interest rate on these bonds will be 4% per annum from the date of placement until February 1, 2027, then 5.5% until August 1, 2029, and 7.25% per annum for the remaining period until maturity.
Holders of GDP warrants who agree to the exchange during the early acceptance period, up to and including December 12, will receive an additional cash payment of 7% ($70 for every $1,000 of the principal amount of GDP warrants), while those who do so between December 13 and 17 inclusive will receive 4.5%.
Finally, those who do not participate in the exchange, if it is approved, will receive other Eurobonds with a total ratio of 1.36 – Eurobonds B, which were issued during the restructuring of Eurobonds in 2024: at 0.68 – Eurobonds maturing in 2030 and 2034, with an interest rate of zero until February 1, 2027, 3% until August 1, 2033, and 7.75% per annum thereafter.
It is noted that the quorum for making a decision is 75% of the total nominal amount, and the decision is expected on December 22. At the same time, even with the consent of 50% of GDP warrant holders, Ukraine can initiate their delisting from the exchange.
According to the Frankfurt Stock Exchange, GDP warrants rose in price on Monday by 0.66% to 92.15% of their nominal value. The last time they were more expensive was in October 2021, after which their value fell below 20% of their nominal value in certain periods.
As reported, from October 16 to November 5, representatives of Ukraine held a series of limited negotiations with a special committee, which includes institutional holders of GDP warrants, during which the parties twice exchanged proposals for their restructuring without result.
Among the warrant holders are hedge funds Aurelius Capital Management LP and VR Capital Group. They are advised by Cleary Gottlieb Steen & Hamilton LLP and PJT Partners Inc, while the Ukrainian side is advised by White & Case LLP and Rothschild & Co.
Following the autumn round of negotiations, the Ministry of Finance emphasized that Ukraine intends to continue working with warrant holders and consider all available options for their restructuring that are consistent with the three previously stated objectives: restoring debt sustainability in accordance with the IMF program; the commitments made during the restructuring of Eurobonds in August 2024 to distribute the burden appropriately among all commercial claims within the restructuring; the moratorium on warrant payments from May 31, 2025, until the completion of their restructuring, approved by the government on August 27, 2024.
Ukraine’s revised proposal during those autumn negotiations was to compensate for the missed payment on warrants for the 2023 reporting year, which was due on June 2, 2025, and to exchange the warrants for a partial cash payment and a new series of sovereign bonds (“C Bonds”). Under Ukraine’s proposal, holders of GDP warrants who agreed to this restructuring option would receive $60 in cash and C Bonds with a par value of $1,260 for every $1,000 of notional value of the warrants. These bonds would be redeemed in three equal installments on January 30, 2030, 2031, and 2032. Interest on them would be paid semi-annually at rates of 2.50% for 2026-2027, 4% for 2028-2029, and 6.00% for 2030-2032.
