MercadoLibre in Inaugural $1.1 Billion Offering and $440 Million Notes Repurchase

January 14, 2021

Cleary Gottlieb represented MercadoLibre Inc. (MercadoLibre) in an SEC-registered offering of $400 million 2.375% sustainability notes due 2026 and $700 million 3.125% notes due 2031, which were guaranteed by certain of the company’s subsidiaries.

The transaction was MercadoLibre’s inaugural debt offering. The notes offering launched on January 4, 2021, priced on January 7, 2021, and closed on January 14, 2021. The notes will be listed on the Nasdaq Bond Exchange.

The proceeds of the 3.125% notes due 2031 issuance is to fund, in part, the purchase price for the repurchase of $440 million in aggregate principal amount of the company’s 2% convertible senior notes due 2028 entered into on January 6, 2021, and the premium for capped-call transactions entered into on January 4, 2021.

Cleary also represented MercadoLibre in the repurchase of the 2028 notes and in the capped-call transactions. The purpose of the capped-call transactions is to manage the future impact on MercadoLibre of conversions of the outstanding 2028 notes.

BNP Paribas Securities Corp., BofA Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC acted as joint bookrunners, and BNP Paribas Securities Corp. and J.P. Morgan Securities LLC acted as sustainability coordinators for the notes offering.

MercadoLibre is the largest online commerce ecosystem in Latin America, serving as an integrated regional platform and as a provider of the necessary online and technology-based tools that allow businesses and individuals to trade products and services in the region. It enables commerce through its marketplace platform (including online classifieds for motor vehicles, services, and real estate), which allows users to buy and sell in most of Latin America.