Ethiopia reaches agreement in principle with Ad Hoc Committee of bondholders on principal financial terms of restructuring of 2024 Notes

Published: June 29, 2026

Addis Ababa – 29 June 2026.  The Ministry of Finance (“MoF”) of the Federal Democratic Republic of Ethiopia (“Ethiopia”) announces today that between 5 June and 28 June 2026 (the “Restricted Period”), it held restricted discussions with a group of holders (the “Ad Hoc Committee”, and together with Ethiopia, the “Parties”) of its US$ 1 billion 6.625% Notes due 2024 (ISIN US29766LAA44) (the “2024 Notes”) to discuss the potential restructuring of the 2024 Notes. Ethiopia was joined by its legal and financial advisors, White & Case LLP and Lazard, respectively, and the Ad Hoc Committee was joined by its legal and financial advisors, Weil, Gotshal & Manges (London) LLP and Ankura Sovereign Advisors LLP, respectively.  The Ad Hoc Committee comprises institutional holders controlling in aggregate approximately 45% of the 2024 Notes.

The MoF is pleased to announce that the discussions yielded an agreement in principle (the “AIP”) between Ethiopia and the Ad Hoc Committee on the principal financial terms of a restructuring of the 2024 Notes. 

The discussions between the MoF and the Ad Hoc Committee during the Restricted Period focused on the parameters of a novel instrument that could be offered to existing bondholders alongside the New Bond (the key terms of which were previously discussed by Ethiopia and the Ad Hoc Committee in the context of the restricted discussions that concluded on 28 May 2026, as set forth in the Annex hereto) in order to bridge the remaining gap between the Parties.

The Parties discussed and agreed that such instrument would be in the form of a detachable warrant providing holders certain subscription rights for a new international bond to be issued by Ethiopia in the future on agreed commercial terms (the “New Money Warrant”). The agreed financial terms and parameters of the New Money Warrant are also set forth in the Annex.

The terms of the New Money Warrant have been shared with the IMF for review, which confirmed that it would be consistent with the IMF’s debt sustainability targets and parameters for Ethiopia, and with the Co-Chairs of the Official Creditor Committee, who provided their non-objection, subject to approval by the wider Official Creditor Committee.

Ethiopia has committed to work collaboratively and in good faith with the Ad Hoc Committee and its advisors to reach agreement on non-financial terms of the new instruments to be issued in the restructuring.

Ethiopia would like to thank the Ad Hoc Committee and its advisors for their constructive engagement throughout the negotiations, which yielded a long-awaited agreement on a novel solution capable of leading to a successful restructuring of the 2024 Notes.

Subject to agreement with the Ad Hoc Committee on the non-financial terms of the instruments and the confirmation from the OCC referenced above, Ethiopia intends to implement the AIP through an exchange offer and/or consent solicitation in the coming months.

This announcement is made by the Government of the Federal Democratic Republic of Ethiopia and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014).

This press release does not constitute an offer of securities for sale or solicitation of an offer to buy any securities in the United States for purposes of the U.S. Securities Act of 1933, as amended.

 

ANNEX

AGREED FINANCIAL TERMS OF THE RESTRUCTURING OF THE 2024 NOTES

NEW BOND TERMS

[identical to the New Bond terms cleansed on 28 May 2026]

 

New Bond Issue

 

Issue Amount

USD 880m (12% haircut)

Amortization schedule

Principal payments of

  • US$180m payable on 15 July 2026
  • US$100m payable on 15 July 2027
  • US$300m payable on 15 July 2028
  • US$300m payable on 15 July 2029

Maturity date

15 July 2029

Interest rate

6.15%, payable on 15 January and 15 July of each year until maturity

Long first coupon, interest accruing from 11 December 2024, payable 1 July 2026

Consent Fee

0.5% of original nominal value of 2024 Notes, payable on settlement

PDIs

3 Missed coupons (USD 99.375m) from Dec. 2023 to Dec. 2024, paid in full at settlement

 

Note: Non-Financial Terms (NFTs) to be agreed

New Money Warrant

The New Money Warrant as agreed between the Parties (to be issued alongside the New Bond described in Annex A) will consist of a separate, tradable security providing holders the right to subscribe for a new international bond to be issued by Ethiopia (the “Future Eurobond”) on agreed commercial terms.

The agreed terms of the Future Eurobond and certain other features of the New Money Warrant are the following:

  1. The commercial terms of the Future Eurobond will consist of the following:
  • Issue Amount: up to USD 1 billion (1-for-1 allocation per existing holdings)
  • Issue price: par
  • Tenor: 7 years, with 6 years’ average life (3 equal amortization payments in each of years 5-7)
  • Coupon: spread of 450 bps over 6-year U.S. Treasuries at the time of issue
  1. The New Money Warrant will also include the following features:
  • Optional Redemption: the New Money Warrant can be redeemed at the option of Ethiopia instead of issuance of the Future Eurobond at a redemption price to be determined by a Determination Agent pursuant to a valuation mechanism to be agreed, subject to a cap equal to 9 per cent. of the notional amount of the New Money Warrant redeemed (i.e. USD 90 million assuming a USD 1 billion notional amount redeemed)
  • Warrant exercise period: Strike date to be fixed within a one year window commencing 1 July 2028

Compensation of Ad Hoc Committee Fees and Expenses

The Parties have also agreed that Ethiopia shall compensate the Ad Hoc Committee for certain fees and expenses incurred in relation to the restructuring, including by paying the Ad Hoc Committee a work fee of USD 10 million. The Ad Hoc Committee’s advisory fees and expenses shall be deducted ratably from the settlement consideration.

1576 Views