Credit Suisse in Innovative Republic of the Philippines Debt Exchange Warrants Offering

February 29, 2008

Cleary Gottlieb represented Credit Suisse as the warrant manager in a Regulation S offering by the Republic of the Philippines of debt exchange warrants. The warrants entitle the holders to exchange specified series of the Republic’s outstanding U.S. dollar- and euro-denominated bonds for a series of Philippine domestic bonds denominated in Philippine pesos, in the event of a default on those foreign-currency bonds. The deal closed on February 29.

The bonds to be tendered on exercise of the warrants include twelve different series of bonds maturing between 2008 and 2017 that are governed by New York or English law. The offering was sold to international as well as Philippine investors, primarily Philippine banks. Philippine banks will benefit from favorable capital treatment of their holdings in Philippine foreign currency debt by owning the warrants.