Dominican Republic’s Debt Offerings and Concurrent Tender Offer

Cleary Gottlieb represented the Dominican Republic in the transaction. Simpson Thacher & Bartlett and Pellerano Nadal advised Citigroup Global Markets Inc. and J.P. Morgan Securities plc acting as underwriters on the offering

The Dominican Republic executed its concurrent offering of DOP35,314,500,000 8.000% Dominican law-governed Bonds due 2028 (the “2028 Bonds”) and DOP81,441,800,000 8.6250% Dominican law-governed Bonds due 2031 (the “2031 Bonds” and together with the 2028, the “New Bonds”) in a global offering comprised of an offering to the public in the Dominican Republic, and a Rule 144A/Reg S offering to investors outside of the Dominican Republic. The Republic offered to investors outside the Dominican Republic DOP2,482,000,000 of the 2028 Bonds and DOP4,349,700,000 of the 2031 Bonds, which were issued in the form of Global Depositary Notes (“GDNs”) issued by Citibank, N.A., as GDN depositary. This offering was launched on May 26, 2021, priced on June 8, 2021, and closed on June 11, 2021.

The new money offering was made concurrently with an offer to purchase for cash certain series of outstanding Dominican law-governed bonds, including bonds in the form of GDNs, with maturities ranging from 2022-2027. A total of DOP92,426,400,000 principal amount of outstanding bonds were tendered and repurchased as part of the tender offer, which launched on May 26, 2021, expired on June 7, 2021, and settled on June 11, 2021. The Republic used a portion of the net proceeds of the sale of the New Bonds to pay the purchase price of outstanding bonds and GDNs accepted in the tender offer.

The transaction marked the first time the Dominican Republic issued Dominican law-governed bonds on the international debt markets pursuant to Rule 144A/Reg S and the first time it conducted and offer to purchase targeting bonds and GDNs held by foreign investors. It also marked the twenty-first time the Dominican Republic has tapped the international debt markets. Cleary has represented the sovereign in connection with each offering.

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

The Cleary corporate team on the transaction included partner Juan Giráldez (Picture) and associates Ignacio Lagos, Eduardo Amorim and Eric Finkelberg. Partner Jason Factor and associate Alexander Cadmus provided tax advice.

Simpson Thacher & Bartlett advised Citigroup Global Markets Inc. and J.P. Morgan Securities plc acting as underwriters on the offering in US.

Pellerano Nadal advised Citigroup Global Markets Inc. and J.P. Morgan Securities plc with Luis Rafael Pellerano, Urania Paulino and Eduardo Pellerano Nadal.

Involved fees earner: Eduardo Amorim – Cleary Gottlieb Steen & Hamilton; Alexander Cadmus – Cleary Gottlieb Steen & Hamilton; Jason Factor – Cleary Gottlieb Steen & Hamilton; Eric Finkelberg – Cleary Gottlieb Steen & Hamilton; Juan Giráldez – Cleary Gottlieb Steen & Hamilton; Ignacio Lagos – Cleary Gottlieb Steen & Hamilton; Urania Paulino – Pellerano Nadal; Eduardo Pellerano Nadal – Pellerano Nadal; Luis Rafael Pellerano – Simpson Thacher & Bartlett;

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

Clients: Citigroup Global Markets Ltd; JP Morgan Securities; Republic of Dominica;