Republic of Costa Rica’s US$1.5 Billion Dual-Tranche Notes Offering

Clifford Chance represented the Republic of Costa Rica on a dual-tranche notes offering. Hogan Lovells and Consortium Legal advised Citigroup Global Markets Inc. and HSBC Securities (USA) Inc acting as underwriters on the offering.

The offering consists of (a) US$1.2 billion aggregate principal amount of 6.125% Notes due 2031 (the ‘‘2031 Notes’’) and (b) US$300 million aggregate principal amount of 7.158% Notes due 2045 (the ‘‘New 2045 Notes’’), consisting of additional 2045 notes originally issued in 2015 (the 2031 Notes and the New 2045 Notes, collectively, the ‘‘Notes’’). After giving effect to the offering of the New 2045 Notes, the total amount outstanding of Costa Rica’s 7.158% Notes due 2045 is US$1.3 billion.

This was the first international capital markets transaction for Costa Rica under President Alvarado Quesada’s administration, marking the country’s return to the international capital markets since its last transaction in March 2015. The Republic of Costa Rica expects to use the proceeds from the Notes offering to satisfy its approved budgetary needs, including the refinancing of domestic and external indebtedness.

The Notes were offered and sold in the United States to qualified institutional buyers only, in accordance with Rule 144A and outside the United States to non- US persons in accordance with Regulation S under the US Securities Act of 1933. The Notes were listed on the Official List of the Luxembourg Stock Exchange.

Partners Hugo Triaca (Picture) and Deborah Zandstra were assisted by associate Mariana Estevez and international law clerk Alvaro Rojas. Partner Avrohom Gelber advised on tax matters.

In US, Hogan Lovells advised Citigroup Global Markets Inc. and HSBC Securities (USA) Inc: with Evan Koster (Picture), Flavio Averbug and Deborah Guedes Toledo Florencio.

In Costa Rica, Consortium Legal advised the underwriters with Randall Barquero León, Mario Quesada Bianchini, Mónica Arias Madrigal, Roy Ramos Morales and Mariela Gómez.

Involved fees earner: Mariana Estévez – Clifford Chance; Avrohom Gelber – Clifford Chance; Hugo Triaca – Clifford Chance; Deborah Zandstra – Clifford Chance; Monica Arias Madrigal – Consortium – Legal; Randall Barquero León – Consortium – Legal; Mariela Gómez – Consortium – Legal; Mario Quesada Bianchini – Consortium – Legal; Roy Ramos Morales – Consortium – Legal; Flavio Averbug – Hogan Lovells; Evan Koster – Hogan Lovells;

Law Firms: Clifford Chance; Consortium – Legal; Hogan Lovells;

Clients: Citigroup Global Markets Ltd; HSBC Securities; Republic of Costa Rica;

Author: Ambrogio Visconti