Korea in $1.5 Billion Notes Offering

June 21, 2019

Cleary Gottlieb represented The Republic of Korea (ROK) in its SEC-registered dual-tranche offering of $500 million 2% “green and sustainability” notes due 2024 and $1 billion 2.5% notes due 2029.

The offering was a takedown from ROK’s shelf registration statement under Schedule B. The offering priced on June 12, 2019, and closed on June 19, 2019.

The notes were listed on the Singapore Exchange. Citigroup, Crédit Agricole CIB, HSBC, and J.P. Morgan were the joint bookrunnners for the offering.

The notes included enhanced collective action clauses (CACs), which are designed to promote expeditious and orderly restructurings and workout procedures for sovereign debtors should a sovereign debt crisis ever occur. In particular, the enhanced CACs include a “single-limb” aggregated voting procedure clause, which will enable notes to be restructured on the basis of a single vote across all affected instruments to be an effective tool to limit the ability of holdouts to undermine the restructuring process. To safeguard the interests of creditors, the enhanced CACs require all affected noteholders to be offered the same instrument or an identical menu of instruments and include a voting threshold of 75% of the aggregated outstanding principal of all affected note series. The enhanced CACs are also flexible to allow for differentiation among creditors where appropriate and provide a menu of voting procedures, including a single-limb aggregated voting procedure, a two-limb aggregated voting procedure, and a series-by-series voting procedure.