Côte d’Ivoire in $2.6 Billion Sovereign Bond Offering and Concurrent Cash Tender Offers

Cleary Gottlieb represented the Republic of Côte d’Ivoire (Côte d’Ivoire) in an international dual-tranche sovereign bond offering in an aggregate amount of $2.6 billion, including $1.1 billion 7.625% amortizing sustainability notes due 2033 and $1.5 billion 8.25% amortizing notes due 2037.

The offering, which was made in the U.S. under Rule 144A and outside the U.S. in reliance on Regulation S, priced on January 26, 2024, and closed on January 30, 2024. The notes have been admitted to trading on the Main Market of the London Stock Exchange (LSE) and the LSE’s Sustainable Bond Market for the sustainability tranche.

Concurrently with the bond offering, Côte d’Ivoire made a tender to purchase for cash any and all of its outstanding euro-denominated 5.125% notes due 2025, and up to $300 million of its outstanding U.S. dollar-denominated step-up bonds due 2032. Tenders were made and accepted in an amount of $299.99 million for the 2032 bonds and €211.51 million for the 2025 notes and were settled on February 5, 2024.

Côte d’Ivoire also entered into a series of EUR/USD cross-currency swaps in connection with its payment obligations under the 2033 sustainability notes and the 2037 notes following a competitive process with potential hedge counterparties.

The net proceeds of the transactions will be used to finance investments under Côte d’Ivoire’s budget, including the 2021-2025 National Development Plan’s priority structural projects aimed at an increase in agricultural output, promotion of the manufacturing sector, and improvement in the standard of living, particularly through investments in the sectors of education, health, infrastructures, trade, and culture, and to further manage the debt profile of Côte d’Ivoire. Côte d’Ivoire intends to use an amount equal to the net proceeds from the sale of the 2033 sustainability notes exclusively to finance or refinance expenditures, activities, or projects under its annual budget, including for 2024 and beyond, which qualify as eligible social or green expenditures under its 2023 sustainable framework. Côte d’Ivoire published a sustainable framework in September 2023 as part of its commitment to implement the Sustainable Development Goals set by the United Nations General Assembly in 2015 for the year 2030 and the Paris Climate Agreement, and in the context of the National Development Plan.

Under the Côte d’Ivoire’s sustainable framework, eligible social expenditures include investments in operational expenditures, investments in real assets, maintenance costs for public infrastructure, intangible assets, and capital transfers to public or private entities, in one or more of the following categories: transportation, affordable electricity, clean water, health care, employment, professional training, education, affordable housing, and urban and rural development. Eligible green expenditures include operational expenditures, investments in real assets, maintenance costs for public infrastructure, intangible assets, and capital transfers to public or private entities, in one or more of the following categories: conservation of terrestrial and aquatic biodiversity, waste collection and recycling, water supply, water management, water distribution, and renewable energy.

For additional details, please see the official announcement here.