Dominican Republic’s $1.27 Billion Notes Offering and Cash Tender Offer

Cleary Gottlieb represented the Dominican Republic in the transaction, while Simpson Thacher and Pellerano Nadal represented the Initial Purchasers.

The Dominican Republic executed its offering of 4.875% notes due 2032 in an aggregate principal amount of US$1,266,000,000. The issuance of the notes constituted a further issue of the Republic’s US$1,800,000,000 outstanding 4.875% notes due 2032, initially issued on September 23, 2020. This offering priced on December 8, 2020, and closed on December 14, 2020.

The new money offering was made concurrently with an offer to purchase for cash certain series of outstanding notes with maturities ranging from 2021-2025. A total of US$1,259,913,329.11 principal amount of outstanding notes were tendered and repurchased as part of the tender offer, which launched on December 1, 2020, expired on December 7, 2020, and closed on December 14, 2020.  The Republic used the net proceeds of the sale of the 2032 notes to pay the purchase price of outstanding notes accepted in the tender offer.

This transaction constituted the first offer by the Dominican Republic to purchase outstanding notes issued in the international capital markets. The new money offering marked the nineteenth time the Dominican Republic has tapped the international debt markets.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as initial purchasers for the new money offering and joint dealer managers for the tender offer.

The Cleary corporate team advising the Dominican Republic on the transaction included partner Juan Giráldez (Picture) and associates Ignacio Lagos and Sofia Falzoni. Partner Jason Factor and law clerk Drew Schaefer provided tax advice.

Simpson Thacher represented the initial purchasers with Jaime Mercado, Kirsten L. Davis and Laura Ribero (Capital Markets); and Jonathan Cantor and Brian Mendick (Tax).

In the Dominican Republic, Pellerano Nadal advised the underwriters with Luis Rafael Pellerano and Eduardo Pellerano.

Involved fees earner: Jason Factor – Cleary Gottlieb Steen & Hamilton; Sofia Falzoni – Cleary Gottlieb Steen & Hamilton; Juan Giráldez – Cleary Gottlieb Steen & Hamilton; Ignacio Lagos – Cleary Gottlieb Steen & Hamilton; Luis Rafael Pellerano – Pellerano Nadal; Eduardo Pellerano Nadal – Pellerano Nadal; Jonathan Cantor – Simpson Thacher & Bartlett; Kirsten Davis – Simpson Thacher & Bartlett; Brian Mendick – Simpson Thacher & Bartlett; Jaime Mercado – Simpson Thacher & Bartlett; Laura Ribero – Simpson Thacher & Bartlett;

Law Firms: Cleary Gottlieb Steen & Hamilton; Pellerano Nadal; Simpson Thacher & Bartlett;

Clients: Citigroup Global Markets Ltd; J.P. Morgan Securities LLC; Republic of Dominica;

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Author: Ambrogio Visconti.