Obligation Ecuador 1% ( XS2214238953 ) en USD

Ecuador

36.15 % ▼

Equateur

XS2214238953 ( en USD )

1% par an ( paiement semestriel )

31/07/2035

Prospectus brochure de l'obligation Ecuador XS2214238953 en USD 1%, échéance 31/07/2035

1 USD

8 458 864 780 USD

31/07/2024 ( Dans 77 jours )

L'Obligation émise par Ecuador ( Equateur ) , en USD, avec le code ISIN XS2214238953, paye un coupon de 1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2035

LISTING CIRCULAR

The Republic of Ecuador
U.S.$3,701,423,865 Step-Up Coupon Notes due 2030 (the "2030 Notes")
U.S.$8,458,864,776 Step-Up Coupon Notes due 2035 (the "2035 Notes")
U.S.$3,403,135,207 Step-Up Coupon Notes due 2040 (the "2040 Notes")
U.S.$1,004,941,992 Zero-Coupon Notes due 2030 (the "PDI 2030 Notes")

LISTING OF THE NEW SECURITIES AND GENERAL INFORMATION
Reference is made to the Invitation Memorandum attached hereto, dated July 20, 2020, as amended or
supplemented from time to time, which forms an integral part of this Listing Circular and contains the terms
and conditions of the Republic of Ecuador's (the "Republic") Invitation to Exchange its Eligible Bonds for a
package of the 2030 Notes, the 2035 Notes, the 2040 Notes and the PDI 2030 Notes (together, the
"New Securities"), to be issued by the Republic pursuant to this Listing Circular (including the Invitation
Memorandum). See "Invitation Memorandum--Description of the New Securities" for a description of the
New Securities and certain provisions of the indenture governing the New Securities (the "New Indenture").
Exhibit A of the Invitation Memorandum (the "Country Disclosure") contains certain disclosure in respect of
the Republic of Ecuador.
This Listing Circular should be read in conjunction with the Invitation Memorandum. Capitalized
terms used herein but not defined herein shall have the meanings ascribed thereto in the Invitation
Memorandum.
1.
The New Securities in global form (the "Global Notes") have been accepted for clearance
and settlement through Euroclear and Clearstream. The International Securities Identification Numbers for,
and the principal amounts of, each of the New Securities are shown in the following table:
Principal Amounts
New Securities
ISIN / Common Code
Form
(U.S.$)
2030 Notes
XS2214238102 / 221423810
QIB Restricted Global Notes
1,263,406,746.00

XS2214237807 / 221423780
Regulation S Global Notes
2,429,619,914.00

XS2214238284 / 221423828
IAI Restricted Global Notes
8,397,205.00
2035 Notes
XS2214238524 / 221423852
QIB Restricted Global Notes
2,879,833,758.00

XS2214238441 / 221423844
Regulation S Global Notes
5,559,965,438.00

XS2214238953 / 221423895
IAI Restricted Global Notes
19,065,580.00
2040 Notes
XS2214239258 / 221423925
QIB Restricted Global Notes
1,155,351,622.00

XS2214239175 / 221423917
Regulation S Global Notes
2,240,167,702.00

XS2214239332 / 221423933
IAI Restricted Global Notes
7,615,883.00
XS2214239688 / 221423968
QIB Restricted Global Notes
340,403,374.00
PDI 2030 Notes

XS2214239506 / 221423950
Regulation S Global Notes
662,347,431.00

XS2214239845 / 221423984
IAI Restricted Global Notes
2,191,187.00

2.
Application has been made to list the New Securities on the Official List of the Luxembourg
Stock Exchange and to have the New Securities admitted to trading on the Euro MTF Market. This Listing
Circular constitutes a prospectus for the purpose of the Luxembourg Law dated July 16, 2019 on prospectuses
1

for securities. So long as any of the New Securities are listed on the Luxembourg Stock Exchange, the
Republic will maintain a paying agent.
3.
The Luxembourg Stock Exchange has only approved the content of this Listing Circular
relating to the listing of the New Securities. The sections relating to the Invitation to Exchange in the Invitation
Memorandum are provided for informational purposes only.
4.
The Republic has taken reasonable care to ensure that the information contained in this
Listing Circular is true and correct in all material respects and not misleading as of the date hereof, and that, to
the best of the knowledge and belief of the Republic, there has been no omission of information which, in the
context of the issue of the New Securities, would make this Listing Circular as a whole or any information
included in this Listing Circular, misleading in any material respect. The Republic accepts responsibility
accordingly.
5.
On August 10, 2020, the Republic announced the results of the Invitation to Exchange, as
follows:
Principal Amounts
Principal Amount
Principal
Validly Tendered as a
Outstanding
Amounts Validly
Percentage of Principal
Eligible Bonds
ISIN / Common Code
(U.S.$)
Tendered (U.S.$)
Amount Outstanding
10.750% Notes due
March 28, 2022
XS1458516967; XS1458514673 /
2,000,000,000
1,980,086,000
99.00%
145851696; 145851467
8.750% Notes du
e June 2, 2023
XS1626768656; XS1626768730 /
1,000,000,000
979,374,000
97.94%
162676865; 162676873
7.950% Notes du e June 20, 2024
XS1080331181; XS1080330704 /
2,000,000,000
1,933,936,000
96.70%
108033118; 108033070
7.875% Notes due March 27, 2025
XS2058848826; XS2058845210 /
600,000,000
590,055,000
98.34%
205884882; 205884521
9.650% Notes due D
ecember 13, 2026
XS1535072109; XS1535071986 /
1,750,000,000
1,719,921,000
98.28%
153507210; 153507198
9.625% Notes du
e June 2, 2027
XS1626529157; XS1626530320 /
1,000,000,000
984,572,000
98.46%
162652915; 162653032
8.875% Notes due October 23, 2027
XS1707041429; XS1707041262 /
2,500,000,000
2,468,442,000
98.74%
170704142; 170704126
7.875% Notes due January 23, 2028
XS1755432363; XS1755429732 /
3,000,000,000
2,944,832,000
98.16%
175543236; 175542973
10.750% Notes due January 31, 2029
XS1929377015; XS1929376710 /
2,125,000,000
2,092,696,000
98.48%
192937701; 192937671
9.500% Notes due March 27, 2030
XS2058866307; XS2058864948 /
1,400,000,000
1,384,353,000
98.88%
205886630; 205886494
Total
N/A
17,375,000,000
17,078,267,000
98.29%

6.
Other than as disclosed herein and in the Invitation Memorandum, as of the date hereof, there
has been no material adverse change in the financial condition of the Republic which is material in the context
of the issue of the New Securities.
7.
See "Risk Factors" beginning on page 20 of the Invitation Memorandum regarding certain
risk factors associated with the Invitation to Exchange and the New Securities.
8.
Copies of the following documents may be obtained, free of charge, on any business day
(Saturdays, Sundays and public holidays excepted) at the office of the Paying Agent, so long as any of the
New Securities are listed on the Luxembourg Stock Exchange:
(a)
the New Indenture incorporating the forms of Global Notes;
(b)
this Invitation Memorandum (including the Country Disclosure); and
(c)
the 2008 Constitution (in Spanish).
2

9.
The Republic's legal entity identifier is 5299003Y2U5XK0A35H71.
10.
The offices of the Ministry of Economy and Finance of the Republic of Ecuador are located at
Av. Amazonas entre Pereira y Unión Nacional de Periodistas, Plataforma Gubernamental de Gestión
Financiera, Pisos 10 y 11 Quito, Ecuador.
11.
Delivery of the New Securities was made on August 31, 2020.
12.
This document is dated September 1, 2020.

3

Invitation Memorandum
THE REPUBLIC OF ECUADOR

Solicitation of Consents to Certain Amendments to the Bonds of the Republic of Ecuador listed below
(collectively, the "Eligible Bonds")

and

Invitation to Exchange Eligible Bonds for New Securities of the Republic of Ecuador (the "New Securities")

The Invitation to Exchange (as defined below) will expire at 5:00 p.m. (Central European Time ("CET")) on July 31, 2020
(such time and date, as may be extended or earlier terminated by the Republic at its sole discretion with respect to each series
of Eligible Bonds, the "Expiration Date"). The Consent Solicitation (as defined below) will expire at 5:00 p.m. (CET) on
July 31, 2020 (such time and date, as may be extended or earlier terminated by the Republic at its sole discretion with respect
to each series of Eligible Bonds, the "Consent Deadline"). Eligible Holders (as defined below) who validly deliver their
Consent and Tender Order (as defined below) on or before the Consent Deadline, will be eligible to receive on the Settlement
Date (as defined below) the applicable principal amount of New Securities (including New PDI 2030 Bonds (as defined
below)). Eligible Holders who validly deliver Tender Orders after the Consent Deadline will not receive any New PDI 2030
Bonds.
Consents and Tender Orders may not be revoked or withdrawn at any time, except under certain limited circumstances, as
described herein. Subject to the conditions described in this invitation memorandum, if the Requisite Consents (as defined
below) are obtained at or prior to the Consent Deadline, we expect to (i) accept all valid Consents and give effect to the
Proposed Modifications (as defined below) with respect to each and all series of Eligible Bonds (a "Series") for which the
Requisite Consents are received and accepted at or prior to the Consent Deadline, and (ii) accept all valid Tender Orders to
which such Consents relate and all valid Tender Orders delivered after the Consent Deadline and at or prior to the Expiration
Date, and exchange the related Eligible Bonds for the New Securities of the Republic of Ecuador, in the manner contemplated
in this invitation memorandum. We reserve the right to extend the Expiration Date and the Consent Deadline with respect to
one or more Series at our sole discretion.
We, the Republic of Ecuador ("Ecuador" or the "Republic"), are hereby soliciting the consent ("Consents") of
Holders (as defined below) of Eligible Bonds that are eligible to participate in the Consent Solicitation ("Eligible
Holders") to certain modifications to the Eligible Bonds and the indentures governing the Eligible Bonds (the "Proposed
Modifications"), as more fully described below (the "Consent Solicitation"). In conjunction with the Consent
Solicitation, we are inviting Eligible Holders to tender their Eligible Bonds for New Securities of the Republic on the terms
and subject to the conditions described herein (the "Invitation to Exchange" and, together with the Consent Solicitation,
the "Invitation"). By delivering their Consents, Eligible Holders also submit orders to exchange (the "Tender Orders"
and, together with the Consents, the "Consent and Tender Orders") their Eligible Bonds. At or prior to the Consent
Deadline, Eligible Holders may not deliver their Consents without also tendering their Eligible Bonds, and may not tender
their Eligible Bonds without delivering their Consents. Eligible Holders who have not validly delivered their Consent at or
prior to the Consent Deadline may submit Tender Orders, but may no longer deliver Consents, at or prior to the Expiration
Date. By tendering their Eligible Bonds, Eligible Holders represent and warrant that such Eligible Bonds constitute
all the Eligible Bonds beneficially owned by them.
The Republic has reached an agreement in principle with an ad hoc group of major institutional holders of Eligible
Bonds (the "Ad Hoc Group"), and such group has expressed to the Republic its support for the commercial terms of the
restructuring of the Eligible Bonds as set forth in the Invitation.
The Dealer Manager for this Invitation is:
Citigroup
The date of this invitation memorandum is July 20, 2020.

The Invitation is being made on the terms and subject to the conditions set out in this invitation memorandum.

The following tables set forth the Series subject to the Invitation and the consideration offered in exchange for
Eligible Bonds validly tendered pursuant to the Invitation:
Aggregated Eligible Bonds
Title of Security
ISIN / Common Code
Outstanding Amount
Exchange Consideration(1)(2)
10.750% Notes due March 28, 2022
XS1458516967; XS1458514673 /
U.S.$2,000,000,000
U.S.$300.00 principal amount of New 2030 Bond
(the "2022 Bond")
145851696; 145851467
U.S.$495.30 principal amount of New 2035 Bond
U.S.$116.00 principal amount of New 2040 Bond

8.750% Notes due June 2, 2023
XS1626768656; XS1626768730 /
U.S.$1,000,000,000
U.S.$229.00 principal amount of New 2030 Bond
(the "2023 Bond")
162676865; 162676873
U.S.$495.30 principal amount of New 2035 Bond
U.S.$187.00 principal amount of New 2040 Bond

7.875% Notes due March 27, 2025
XS2058848826; XS2058845210 /
U.S.$600,000,000
U.S.$189.00 principal amount of New 2030 Bond
(the "2025 Bond")
205884882; 205884521
U.S.$495.30 principal amount of New 2035 Bond
9.650% Notes due December 13,
XS1535072109; XS1535071986 /
U.S.$1,750,000,000
U.S.$227.00 principal amount of New 2040 Bond
2026
153507210; 153507198

(the "2026 Bond")
9.625% Notes due June 2, 2027
XS1626529157; XS1626530320 /
U.S.$1,000,000,000
(the "9.625% 2027 Bond")
162652915; 162653032
8.875% Notes due October 23, 2027
XS1707041429; XS1707041262 /
U.S.$2,500,000,000
(the "8.875% 2027 Bond")
170704142; 170704126
7.875% Notes due January 23, 2028
XS1755432363; XS1755429732 /
U.S.$3,000,000,000
(the "2028 Bond")
175543236; 175542973
10.750% Notes due January 31, 2029
XS1929377015; XS1929376710 /
U.S.$2,125,000,000
(the "2029 Bond")
192937701; 192937671
9.500% Notes due March 27, 2030
XS2058866307; XS2058864948 /
U.S.$1,400,000,000
(the "2030 Bond")
205886630; 205886494

2024 Bond
Title of Security
ISIN / Common Code
Outstanding Amount
Exchange Consideration(1)(2)
7.950% Notes due June 20, 2024
XS1080331181; XS1080330704 /
U.S.$2,000,000,000
U.S.$300.00 principal amount of New 2030 Bond
(the "2024 Bond")
108033118; 108033070
U.S.$495.30 principal amount of New 2035 Bond
U.S.$116.00 principal amount of New 2040 Bond

___________________________________
(1) Principal amount of New Securities per U.S.$1,000 principal amount of Eligible Bonds.
(2) The total exchange consideration is U.S.$911.30 principal amount of New Securities per U.S.$1,000 principal amount of Eligible Bonds. Eligible
Holders whose Consent and Tender Orders are validly delivered at or prior to the Consent Deadline will be eligible to receive 86% of the accrued and
unpaid interest on their Eligible Bonds up to, but excluding, the Settlement Date, which amount will be paid to Eligible Holders in the form of a zero
coupon bond (the "New PDI 2030 Bond").
Only Eligible Holders who validly deliver Consent and Tender Orders at or prior to the Consent Deadline will be
eligible to receive the New PDI 2030 Bond, unless the condition to deliver Consent and Tender Orders at or prior to the
Consent Deadline is waived by the Republic in its sole discretion. By delivering their Consent and Tender Order, Eligible
Holders will instruct the Republic to make the PDI Closing Payment (as defined below) on the Settlement Date to pay for
certain closing costs and expenses of the Ad Hoc Group in connection with the Invitation. The Ad Hoc Group will notify
the Republic of the final amount to be paid at least five business days prior to the Settlement Date. For the avoidance of
doubt, the PDI Closing Payment will not affect the principal amount of New PDI 2030 Bonds issued to Holders pursuant to
the terms of the Invitation. Eligible Holders whose Consent and Tender Order is delivered at or prior to the Consent
Deadline and accepted pursuant to the Invitation will not receive any payments in respect of accrued and unpaid interest
other than the New PDI 2030 Bond. Eligible Holders whose Tender Order is delivered after the Consent Deadline and
accepted pursuant to the Invitation will not receive any payments or any New PDI 2030 Bonds in respect of accrued and
unpaid interest.
Consents and Tender Orders may not be revoked or withdrawn at any time, except under certain limited
circumstances where we make a change (adverse to the economic interests of Eligible Holders) to, or waive a material
condition of, the Invitation, or otherwise are required to do so by law, in each case as determined by us in our sole
discretion. Such revocation and withdrawal will be permitted for a period of time that we believe, in our sole discretion,
ii

adequate to give Eligible Holders an adequate amount of time to consider such changes and determine whether to deliver,
revoke or withdraw their Consent and Tender Order. Eligible Holders may not validly revoke a Consent without also
withdrawing their Tender Order submitted in connection with such Consent. Prior to the Consent Deadline, Eligible
Holders may not validly withdraw a Tender Order without also revoking the Consent given in connection with such Tender
Order.
The Proposed Modifications will become effective with respect to Aggregated Eligible Bonds if valid Consents
from Eligible Holders of (x) more than 50% of the aggregate principal amount at the time Outstanding of each Series of
Aggregated Eligible Bonds (the "Per Series Threshold") and (y) not less than 66% of the aggregate principal amount at
the time Outstanding of all Series of Aggregated Eligible Bonds (the "Aggregate Threshold", together with the Per Series
Threshold, the "Aggregated Requisite Consents"), in each case subject to re-designation in our sole discretion (as set forth
below), have been validly delivered and accepted pursuant to the terms of the Consent Solicitation, and the other conditions
described in this invitation memorandum have been either satisfied or waived by us (in our sole discretion, except for the
Minimum Participation Condition, the IMF Condition, and the GLC Opinion Condition (each as defined below), which
may not be waived by us).
With respect to the 2024 Bond, (i) the Proposed Modifications that relate to a non-reserved matter modification
will become effective if valid Consents from Eligible Holders of not less than 66% of the aggregate principal amount at
the time Outstanding of the 2024 Bond have been validly delivered and accepted pursuant to the terms of the Consent
Solicitation, and (ii) the Proposed Modifications that relate to a reserved matter modification will become effective if valid
Consents from Eligible Holders of not less than 75% of the aggregate principal amount at the time Outstanding of the 2024
Bond have been validly delivered and accepted pursuant to the terms of the Consent Solicitation (in either case, the "2024
Bond Requisite Consents") and, in each case, the other conditions described in this invitation memorandum have been
either satisfied or waived by us (in our sole discretion, except for the Minimum Participation Condition, the IMF Condition,
and the GLC Opinion Condition, which may not be waived by us). For purposes of the Invitation, the Aggregated
Requisite Consents and the 2024 Bond Requisite Consent, as they relate to the relevant Series of Eligible Bonds, shall be
referred to as the "Requisite Consents".
With respect to the Aggregated Eligible Bonds, we retain the right pursuant to the applicable Indenture (as defined
below) to, in our sole discretion and subject to the Minimum Participation Condition, (a) re-designate at any time (including
after the Consent Deadline) one or more Series of Aggregated Eligible Bonds that will be subject to the Proposed
Modifications on an aggregated basis, and (b) consider the Proposed Modifications effective with respect to one or more
Series of Aggregated Eligible Bonds if we receive Aggregated Requisite Consents with respect to such Series. Such re-
designation would allow us to exclude one or more Series of Aggregated Eligible Bonds from the calculation of the
Aggregated Requisite Consents on an aggregated basis for the Proposed Modifications affecting the Series that have not
been excluded and calculate the requisite consents on a single Series basis for each Series that has been excluded. See
"Terms of the Invitation--Requisite Consents" for more information.
With respect to the Aggregated Eligible Bonds, we also retain the right pursuant to the applicable Indenture to, in
our sole discretion and subject to the Minimum Participation Condition, re-designate at any time (including after the
Consent Deadline) one or more Series of the Aggregated Eligible Bonds as to which the Proposed Modifications are
`uniformly applicable' (as defined in the respective Indenture) and consider the Proposed Modifications effective with
respect to such re-designated Series if we receive the Consent of not less than 75% of the aggregate principal amount of all
such re-designated Series at the time Outstanding. We reserve the right to re-designate any Series after the Requisite
Consents have been obtained and announced with respect to any other Series. In that event, the re-designation of a Series
may affect the announcement made with respect to any other Series.
If we receive the Requisite Consents to the Proposed Modifications with respect to a Series, the other conditions to
the effectiveness of the Proposed Modifications are satisfied or waived and the Proposed Modifications become effective
with respect to such Series, then the Proposed Modifications will be conclusive and binding on all Holders of such Series,
whether or not they have consented to the Proposed Modifications, including Holders of such Series that are not Eligible
Holders ("Ineligible Holders"). In that event, only Eligible Holders that participated in the Invitation will receive the New
Securities, and all remaining Eligible Bonds of such Series will be modified pursuant to the Proposed Modifications.
Eligible Holders of Eligible Bonds who did not participate in the Invitation will have their Eligible Bonds
modified as set forth under "The Proposed Modifications" below if we receive the Requisite Consents to the Proposed
Modifications with respect to that Series. In this event, the economic terms and other important provisions of your
iii

Modified Eligible Bonds (as defined below) will differ significantly from the economic terms and other important
provisions of your Eligible Bonds prior to the effectiveness of the Proposed Modifications, you will not receive the New
PDI 2030 Bond and you will no longer have the right to receive the accrued and unpaid interest up to, but excluding, the
Settlement Date, on your Modified Eligible Bonds.
By delivering their Consents and/or Tender Orders, Eligible Holders whose Eligible Bonds are accepted by us
agree to (A) waive any and all defaults and cross-defaults, as applicable, that may have occurred or will occur under the
Eligible Bonds (prior to the effectiveness of the Proposed Modifications and consummation of the Invitation with respect to
such Eligible Bonds) as the result of (i) any failure by the Republic to pay interest and any Additional Amount (as defined
in the applicable Indenture) on each originally scheduled payment date set forth in the Eligible Bonds occurring between
March 27, 2020, and September 1, 2020 (the "September 2020 Specified Date"), (ii) a default under any series of Eligible
Bonds for which the Required Consents are not obtained at or prior to the Consent Deadline, and (iii) the entering or
issuance of judgments or arbitral awards relating to any series of Eligible Bonds for which the Required Consents are not
obtained at or prior to the Consent Deadline, and (B) waive and release the Republic from any and all claims such Eligible
Holders may have now or in the future in connection with or arising out of any such defaults and cross-defaults, as
applicable, and acknowledge and agree that any such defaults and cross-defaults shall be deemed cured upon the
effectiveness of the Proposed Modifications and consummation of the Invitation (such waiver, the "September 2020
Specified Waiver"). For the avoidance of doubt, the September 2020 Specified Waiver shall expire and be of no further
force and effect if the Settlement Date shall not have occurred on or prior to September 1, 2020. No interest shall accrue on
the amount of interest between the originally scheduled payment date set forth in the Eligible Bonds and the September
2020 Specified Date. Notwithstanding anything to the contrary herein, the effectiveness of the foregoing waiver (x) with
respect to individual Eligible Holders, will not be subject to any conditions, and (y) with respect to a Series, will only be
contingent upon receiving the Requisite Consents for such Series.

Ecuador reserves the rights in its sole discretion to reject any and all Consent and Tender Orders with respect to
any Series, including if the Per Series Threshold is not obtained with respect to any Series of Aggregated Eligible Bonds or
the Aggregate Threshold is not obtained with respect to at least two of such Series or if the Minimum Participation
Condition is not met. However if Ecuador accepts Consents and/or Tender Orders with respect to any Series of Eligible
Bonds, it will accept all valid Consents and/or Tender Orders for all Series of Eligible Bonds, including all valid Tender
Orders in respect of Series where the Requisite Consents are not obtained.
The term "Outstanding" excludes, among other Eligible Bonds defined in the applicable Indenture, Eligible
Bonds owned or controlled directly or indirectly by Ecuador or by any Public Sector Instrumentality as provided in the
applicable Indenture.
The Invitation is contingent upon the satisfaction of certain conditions at or prior to the Expiration Date, including
that:
we will accept Consent and Tender Orders and give effect to the Proposed Modifications with respect to one or
more Series only if, at or prior to the Expiration Date, we receive Consent and Tender Orders that will result in at
least 80% of the aggregate principal amount Outstanding of Aggregated Eligible Bonds being modified pursuant to
the Proposed Modifications or otherwise exchanged for New Securities on the terms described in this invitation
memorandum (the "Minimum Participation Condition"); the Minimum Participation Condition cannot be
waived by us; and
the Requisite Consents are obtained and the Proposed Modifications may be adopted with respect to all Series
(which condition we may waive, in our sole discretion, with respect to one or more Series).
The Invitation is also contingent upon the satisfaction of the condition that, on or prior to the Settlement Date, the
International Monetary Fund (the "IMF") shall have announced an IMF staff-level agreement on a new funded program for
Ecuador (the "IMF Condition"). The IMF Condition cannot be waived by us.
The Invitation is also contingent upon the receipt by the Trustee on the Settlement Date of an opinion from the
General Legal Coordinator of the Ministry of Economy and Finance stating that, among other things: (i) the Republic has
full capacity, power, authority and legal right to execute and deliver the New Indenture and execute, issue and deliver the
New Securities and perform its obligations thereunder, and the New Indenture and the New Securities have been duly
authorized, executed and delivered by the Republic, (ii) the issue of the New Securities was approved by Resolution No.
iv

016-2020 from the Debt and Finance Committee of the Republic, dated July 16, 2020 and (iii) the execution, delivery and
performance by the Republic of the New Indenture, the issuance of the New Securities and compliance by the Republic
with the terms thereof and the consummation of the transactions contemplated thereby will not result in a violation of the
provisions of any Ecuadorian statute or law (including, without limitation, the Ecuadorian Constitution, any Ecuadorian
law, decree, regulation or resolution or any treaty to which the Republic is a party) or any rule, regulation, judgment, order
or decree of any Ecuadorian court, regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Republic or any of its properties. This condition (the "GLC Opinion Condition") cannot be
waived or modified by us.
We will terminate the Invitation unless settlement of the Invitation occurs on or prior to August 20, 2020 (the
"Settlement Deadline"); provided that, the Republic shall have the right to extend the Settlement Deadline to September 1,
2020, with the consent of the Eligible Holders representing a majority of the aggregate principal amount Outstanding of all
Series of Eligible Bonds, as reasonably determined by us in our sole discretion.
The New Securities will be issued pursuant to the New Indenture (as defined below) and will have the terms and
conditions described under "Description of the New Securities."
For the purposes of the Invitation, the term "Holder" shall be deemed to include holders and beneficial owners of
Eligible Bonds on the books of Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear" and such
Holders, "Euroclear Participants"), and holders and beneficial owners of Eligible Bonds on the books of Clearstream
Banking, Société Anonyme ("Clearstream", and such Holders "Clearstream Participants" and, collectively with the
Euroclear Participants, "Direct Participants").
THIS INVITATION IS ONLY BEING DIRECTED TO ELIGIBLE HOLDERS
Neither the Consent Solicitation nor the New Securities have been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. Unless they
are registered under the Securities Act, the New Securities may be offered only in transactions that are exempt from
registration under the Securities Act. Accordingly, the Invitation is being directed only to Holders of Eligible Bonds
that are: (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act, (ii) "accredited
investors" within the meaning of rule 501(a)(1), (2), (3) or (7) of regulation D under the Securities Act (an
"institutional accredited investor"), or (iii) outside the United States who (x) if located within a member state of the
EEA or the UK, is a "qualified investor" as defined in the Prospectus Regulation or a duly designated proxy thereof,
and (z) if outside the EEA or the UK, is eligible to receive the Invitation under the laws of its jurisdiction (each, an
"Eligible Holder"). Any Holder who does not certify its status as an Eligible Holder will not be entitled to participate
in the Invitation. Only Holders of Eligible Bonds who have returned a duly completed eligibility letter certifying that
they are within one of the categories described in this paragraph are authorized to receive and review this invitation
memorandum and to participate in the Invitation. For further details about the resale restrictions for the New
Securities, see "Jurisdictional Restrictions" and "Transfer Restrictions."
Special Notice to Investors in the European Economic Area and the United Kingdom
The Invitation is not being made to any retail investors in any Member State of the EEA or the UK (each, a
"Relevant State") and EEA and UK retail investors will not be given the opportunity to state their views on the Proposed
Modifications. As a result, no "offer" of new securities is being made to retail investors in the EEA or the UK. Any holder
who does not deliver a Tender Order is effectively not consenting to the Proposed Modifications. Therefore, it will be
necessary for other (not such retail) investors representing a greater nominal principal amount Outstanding to consent to the
Proposed Modifications for the Proposed Modifications to become effective. If the Proposed Modifications become
effective with respect to one or more Series of Eligible Bonds, then, in accordance with the terms of such Eligible Bonds,
such Series of Eligible Bonds will be modified into Modified Eligible Bonds, and such modification will affect all Holders,
including Ineligible Holders, of those Series of Eligible Bonds, regardless of whether they consented or if they were entitled
to participate in the Invitation.
This Invitation is only being made to beneficial owners of Eligible Bonds who are within a Relevant State if they
are "qualified investors" as defined in the Prospectus Regulation. For the purposes of the Invitation, "Eligible Holders" do
not include any beneficial owner located within a Relevant State who is not a "qualified investor" (as defined in the
Prospectus Regulation) or any other beneficial owner located in a jurisdiction where the Invitation is not permitted by law.
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No offer of any kind is being made to Ineligible Holders. For further details about eligible offerees and resale restrictions,
see "Jurisdictional Restrictions" and "Transfer Restrictions."
The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in a Relevant State. For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Securities or
otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling
the New Securities or otherwise making them available to any retail investor in a Relevant State may be unlawful under the
PRIIPs Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives
as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented
in UK domestic law, as appropriate.
Other Information
The Internet address for the Invitation website (the "Invitation Website") is: https://www.gbsc-usa.com/ecuador/
Citigroup Global Markets Inc. is acting as Dealer Manager for the Invitation (the "Dealer Manager"). The
information, tabulation and exchange agent for the Invitation is Global Bondholder Services Corporation (the
"Information, Tabulation and Exchange Agent"). The Dealer Manager and the Information, Tabulation and Exchange
Agent may be reached at the addresses and telephone numbers specified on the back cover of this invitation memorandum.
The Information, Tabulation and Exchange Agent will operate the Invitation Website and answer questions from Eligible
Holders regarding the procedures to deliver Consent and Tender Orders.
If you hold Eligible Bonds through a financial institution or intermediary, you may need to contact your financial
institution or intermediary and inform such financial institution or intermediary that you wish to instruct it to deliver a
Consent and tender your Eligible Bonds on your behalf in respect of such Eligible Bonds. Financial institutions or
intermediaries may impose their own deadlines for instructions to be received from investors in the Eligible Bonds with
respect to the Invitation, which may be earlier than the Consent Deadline and the Expiration Date. Investors holding the
Eligible Bonds through financial institutions or intermediaries should therefore contact their financial institutions or
intermediaries to ensure timely receipt of your Consent and Tender Order. If your financial institution or intermediary does
not have adequate time to process your instruction, your Consent and Tender Order may not be given effect.
The Republic intends to list each series of New Securities on the Luxembourg Stock Exchange and to have each
series of New Securities admitted for trading on the Euro MTF Market, in each case as soon as reasonably practicable after
the Settlement Date. See "Terms of the Invitation--Market for the Eligible Bonds and the New Securities."
In this invitation memorandum, references to the "Republic," "Ecuador," "we," "our" and "us" are to the
Republic of Ecuador.
This invitation memorandum does not constitute an offer to tender, or the solicitation of an offer to tender,
securities in any jurisdiction where such offer or solicitation is unlawful. The distribution of this invitation memorandum in
certain jurisdictions may be restricted by law, and persons into whose possession this invitation memorandum comes are
requested to inform themselves about, and to observe, such restrictions, including whether they are Eligible Holders
pursuant to the laws of their respective jurisdictions. See "Representations and Acknowledgements of the Beneficial
Owners of the Eligible Bonds" and "Jurisdictional Restrictions."
This invitation memorandum contains important information which should be read carefully before any decision is
made with respect to the Invitation. Any Holder that is in any doubt as to the action it should take should seek its own
financial advice, including as to any tax consequences, from its legal adviser, accountant or other independent financial
adviser.
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TABLE OF CONTENTS
Page
Invitation Memorandum
Introduction ............................................................................................................................................................... viii
Arbitration and Enforceability ......................................................................................................................................ix
Certain Legal Restrictions .......................................................................................................................................... xii
Presentation of Economic and Other Information ..................................................................................................... xiii
Summary Time Schedule for the Invitation ................................................................................................................... 1
Summary of the Invitation ............................................................................................................................................. 4
Common Terms of the New Securities ........................................................................................................................ 14
Financial Terms of the New Securities ........................................................................................................................ 17
Background to the Invitation ....................................................................................................................................... 19
Risk Factors ................................................................................................................................................................. 20
Terms of the Invitation ................................................................................................................................................ 41
Proposed Modifications ............................................................................................................................................... 50
Tender Procedures ....................................................................................................................................................... 54
Representations and Acknowledgements of the Beneficial Owners of the Eligible Bonds ......................................... 57
Description of the New Securities ............................................................................................................................... 60
Book-Entry, Delivery and Form .................................................................................................................................. 78
Taxation ....................................................................................................................................................................... 81
Dealer Manager ........................................................................................................................................................... 87
Transfer Restrictions .................................................................................................................................................... 88
Jurisdictional Restrictions ............................................................................................................................................ 91
Forward-Looking Statements ...................................................................................................................................... 96
Validity of the New Securities ..................................................................................................................................... 97
General Information .................................................................................................................................................... 98
Appendix A The Republic of Ecuador ..................................................................................................................... A-1
Appendix B Form of Supplemental Indenture for the Aggregated Eligible Bonds ................................................... B-1
Appendix C Form of Supplemental Indenture for the 2024 Bond ............................................................................. C-1

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