Cleary advises Uruguay in equity offering
Cleary Gottlieb has advised the Oriental Republic of Uruguay (Uruguay) on an offering of 57.81 billion pesos of its 3.400% inflation-linked notes due 2045 (UI Notes) and 11.55 billion pesos of its 9.750% peso-denominated notes due 2033 (Peso Notes), under New York law.
The issuance of the Peso Notes constituted a reissuance of the outstanding Uruguayan 9.750% Notes due 2033 initially issued on 20 July 2023.
The offering was priced on 8 May 2024 and is expected to close on 16 May 2024.
The offering of the bonds was made simultaneously with a (i) global cash tender offer for certain series of Uruguayan inflation-linked bonds governed by New York law and a (ii) local cash tender offer for certain Uruguayan treasury bonds and monetary regulation bills governed by Uruguayan law. Holders who participate in the global public offering and who also submit an indication of interest in the new money will be given preference. As for the local public offering, only holders who receive an allotment in the new UI Notes or Peso Notes may participate. The tender offers are conditional on the offering of new notes not being cancelled before their settlement date, scheduled for 14 May 2024. This is the first time Uruguay has made a local offering conditional on the issuance of notes governed by New York law.
HSBC Securities (USA), Santander US Capital Markets, and Itau BBA USA Securities acted as underwriters in the note offering and joint dealer managers in the tender offer.
Uruguay intends to use a portion of the proceeds from the sale of the new notes to pay the purchase price of the existing notes accepted in the tender offers. The rest of the proceeds will be used for general government purposes.
Cleary’s team consisted of partner Juan Giráldez (pictured), international counsel Juan Ignacio Leguízamo and associate Ignacio Lagos. Partner Matt Brigham and associates Eugene Wei-En Woo and Julia Huang advised on tax matters in New York. Juan Giráldez is based in São Paulo. All other lawyers are based in New York.
