Côte d’Ivoire in Rescheduling Defaulted Payments and Exchange Offer

Cleary Gottlieb represented the Republic of Côte d’Ivoire in the rescheduling of defaulted interest payments on the Republic’s US$ 2.3 billion step-up bonds due 2032 effected and in the reopening of this bond issue to allow the exchange and settlement of certain debt claims held by or through Sphynx Capital Markets and Standard Bank. The interest payment rescheduling applies to the $2.3 billion of step-up bonds outstanding prior to the transactions; it is also reflected in the terms of $187 million of new step up bonds issued in the exchange to ensure fungibility of the new bonds with the existing bonds. The interest payment rescheduling was effected through a consent solicitation relying on a collective action clause, pursuant to which a supermajority of bondholders were able to consent to a change in payment terms for all outstanding bonds. The interest payment rescheduling was approved by over 95% of the bondholders and closed on November 8. The debt exchange closed on November 12.

Côte d’Ivoire was declared eligible for debt relief as a heavily indebted poor country (“HIPC”) by the IMF and the World Bank in March 2009, and the exchange offer was conducted within the framework of the IMF and World Bank initiative for HIPCs. Cleary Gottlieb has represented the Republic in connection with previous transactions including the Republic’s 2010 exchange of its Brady bonds for the U.S. Dollar Denominated Step-Up Bonds Due 2032. Sphynx Capital Markets and Standard Bank had declined to participate in that exchange offer.