Cleary Gottlieb represented the Republic of Korea (the “ROK”) in its offering of US$1,500,000,000 5.750% notes due 2014 and US$1,500,000,000 7.125% notes due 2019. The notes were listed on the Singapore Stock Exchange and registered with the SEC. The offering closed on April 16, 2009.
The ROK global notes included 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. One of the most important CACs in the ROK notes is a majority amendment clause, which allows the holders of 75% of the outstanding principal amount of the notes to approve changes to the payment terms and other key provisions of the notes.
This offering was a takedown from the ROK’s $7 billion debt shelf registration statement filed with the SEC in March 2009. Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, Merrill Lynch and Samsung Securities were the joint lead managers and bookrunners, and BNP Paribas, Calyon, Morgan Stanley, Nomura and The Royal Bank of Scotland plc were the co-managers for the transaction.
