Dominican Republic in Debt Offerings and Concurrent Tender Offer

June 11, 2021

Cleary Gottlieb represented the Dominican Republic in its concurrent offering of DOP 35.3 billion 8% Dominican law-governed bonds due 2028 and DOP 81.4 billion 8.6% Dominican law-governed bonds due 2031 in a global offering comprised of an offering to the public in the Dominican Republic and a Rule 144A/Reg S offering to investors outside of the Dominican Republic.

The Republic offered to foreign investors DOP 2.5 billion of the 2028 bonds and DOP 4.4 billion of the 2031 bonds, which were issued in the form of Global Depositary Notes (GDNs) by Citibank N.A., as GDN depositary.

This offering was launched on May 26, 2021, priced on June 8, 2021, and closed on June 11, 2021.

The new money offering was made concurrently with an offer to purchase for cash certain series of outstanding Dominican law-governed bonds, including bonds in the form of GDNs, with maturities ranging from 2022-2027. A total of DOP 92.4 billion principal amount of outstanding bonds were tendered and repurchased as part of the tender offer, which launched on May 26, 2021, expired on June 7, 2021, and settled on June 11, 2021. The Republic used a portion of the net proceeds of the sale of the new bonds to pay the purchase price of outstanding bonds and GDNs accepted in the tender offer.

The transaction marked the first time the Dominican Republic issued Dominican law-governed bonds on the international debt markets pursuant to Rule 144A/Reg S. The transaction was also the first time the Republic conducted an offer to purchase targeting bonds and GDNs held by foreign investors. The transaction is the 21st time the Dominican Republic has tapped international debt markets. Cleary has represented the sovereign in connection with each offering.

Citigroup Global Markets Inc. and J.P. Morgan Securities plc acted as initial purchasers and placement agents for the new money offering. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as joint dealer managers for the tender offer.