Cleary and CC on $1.5bn Costa Rica debt offering

Cleary Gottlieb advised the Republic of Costa Rica, and Clifford Chance advised the initial purchasers, in connection with the issuance of $1.5bn aggregate principal amount of 7.300% Notes due 2054.

BofA Securities and J.P. Morgan Securities acted as initial purchasers.

The offering was priced on 6 November, pursuant to Rule 144A/Regulation S, and the bonds are expected to be traded on the London Stock Exchange’s International Securities Market. The proceeds from the issuance and sale of the Bonds will be used by Costa Rica for approved budgetary needs, including the refinancing of Costa Rica’s internal and external indebtedness.

This issuance is the second under Law No. 10.332 enacted by the Costa Rican Legislative Assembly in December 2020, which authorises the Ministry of Finance to issue bonds for up to USD 5 billion in the international capital markets until December 2025. Costa Rica had issued USD 1.5 billion under that law in April 2023.

This transaction is part of the Ministry of Finance’s efforts to improve the effective interest rates and other terms of the debt, compared to the conditions available in Costa Rica’s domestic market.

Cleary’s team included partners Jorge Juantorena (pictured left) and Adam Brenneman (pictured centre, left) and associates Ignacio Lagos and Rodrigo Lopez Lapeña. Counsel Matthew Brigham, associate Nathaniel Pribil, and law clerk Jack Samuel advised on U.S. tax matters. All lawyers are based in New York.

Clifford Chance’s team advising the banks on the transaction was led by partner Hugo Triaca (pictured right), with support from associate Fernando Liu and foreign law clerk Juan Andrés Bosch Muñoz, all based in New York. Tax support was provided by partner Avrohom Gelber (pictured centre, right) and associate Sharon Yu, also based in New York.