Cleary and Simpson Thacher act in Dominican Republic sovereign bond offering
Cleary Gottlieb has represented the Dominican Republic in its offering of $71,000,000,000,000 11.250% DOP Bonds due 2035. The offering was launched and priced on 12 September 2023 and closed on 15 September 2023.
The bond offering was made simultaneously with a cash tender offer for a series of outstanding DOP-denominated global bonds due 2026. A total of PDO40,792,050,000 (or U.S.$719,422,550) principal amount of such outstanding bonds were tendered and repurchased as part of the tender offer, which commenced on 5 September 2023, expired on 12 September 2023 and was settled on 15 September 2023.
The sovereign debt offering was conducted pursuant to exemptions from registration under Rule 144A and Regulation S. The Republic used a portion of the proceeds from the offering to purchase the sovereign debt.
The Republic used a portion of the net proceeds from the sale of the new bonds to pay the purchase price of the outstanding bonds accepted in the public offering.
The transaction marked the 24th time the Dominican Republic has tapped the international debt markets. Cleary has represented the sovereign in connection with each offering.
Citigroup Global Markets and J.P. Morgan Securities acted as initial purchasers for the new money offering and as joint book-running managers for the tender offer. Both entities were advised by Simpson Thacher.
Simpson Thacher also represented Citigroup and J.P. Morgan as managers in connection with the Republic’s repurchase of a portion of its outstanding 9.750% DOP-denominated 9.750% Notes due 2026 in a simultaneous cash tender offer.
The proceeds of the offering were used to pay the consideration for the bonds that were validly tendered and purchased in the concurrent cash offering, and the remainder for general purposes of the Government of the Republic, including partial financing of the 2023 Budget.
Cleary’s orporate team included partner Juan Giráldez (pictured left), associates Ignacio Lagos and Martin Sasson, and international lawyer Rafael Lulli. Counsel Matthew Brigham and associates Michael Sims and Nathaniel Pribil provided tax advice. All lawyers are based in New York except for Juan Giráldez, who is based in São Paulo.
Simpson Thacher’s team comprised partner Juan F. Mendez (pictured centre), senior counsel Kirsten L. Davis and associate Laura Ribero from the Capital Markets team; and partner Jonathan Cantor (pictured right) and associate Adam Hersch from the Tax team.
