Government of Bermuda’s Partial Cash Tender and Issue of $620 Million Sovereign Debt Offering

Simpson Thacher Citigroup Global Markets Inc. and HSBC Securities (USA) LLC, as joint dealer managers on the transaction

Commonwealth of Bermuda executed its (i) the tender for cash for any and all outstanding U.S. dollar-denominated 5.063% Notes due 2020 (the “2020 Notes”) and up to $200 million in aggregate principal amount of outstanding U.S. dollar-denominated 4.854% Senior Notes due 2024 (the “2024 Notes”). The Government accepted $86.543 million principal amount of tenders for cash of the 2020 Notes and $200 million (out of a total of $378 million of notes tendered) principal amount of the 2024 Notes;

(ii) the issuance and sale of $620 million aggregate principal amount of 4.75% Senior Notes due 2029 (the “New Bonds”), pursuant to the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act.

A portion of the net proceeds from the issuance of the New Bonds was used to pay for the 2020 Notes and 2024 Notes accepted in the tender offers.

The tender offers and new notes issue closed simultaneously as part of a liability management transaction approved by the Government of Bermuda and managed by the Ministry of Finance.

The Simpson Thacher team for the transactions included Jaime Mercado (Picture), Karen McClendon and Miluska Gutierrez Vega (Capital Markets); and Jonathan Cantor and Sarah Duffy (Tax).

Involved fees earner: Jonathan Cantor – Simpson Thacher & Bartlett; Miluska Gutierrez Vega – Simpson Thacher & Bartlett; Sarah Julian Duffy – Simpson Thacher & Bartlett; Karen McClendon – Simpson Thacher & Bartlett; Jaime Mercado – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Citigroup Global Markets Ltd; HSBC Securities;

Author: Ambrogio Visconti