The Republic of Benin in $500 Million Inaugural Sovereign Sukuk Offering and $350 Million Bond Tap Issuance

Cleary Gottlieb represented the Republic of Benin (Benin) in an inaugural international sovereign sukuk certificates offering of $500 million due 2033 and in an international sovereign bond offering of $350 million 7.96% amortizing notes due 2038.

The issuance of the certificates was structured in accordance with Shari’a principles establishing Benin as the first sovereign in West Africa to issue an international sukuk and thus setting the benchmark for other West African sovereign issuers.

The notes constitute a further issuance of, and were consolidated to form a single series with, Benin’s outstanding 7.96% amortizing notes due 2038, issued on February 13, 2024.

The simultaneous offerings, which were made in the U.S. under Rule 144A and outside the U.S. in reliance on Regulation S, priced on January 22, 2026, and closed on January 29, 2026. The certificates have been admitted to trading on the International Securities Market of the London Stock Exchange (LSE). The notes have been admitted to trading on the LSE’s Main Market.

Benin also entered into a series of EUR/USD cross-currency swaps in connection with its payment obligations under the certificates and the notes following a competitive process with potential hedge counterparties. This represents the first hedging arrangements Benin has put in place in connection with a sovereign sukuk.

The net proceeds from the issue of the certificates and the notes, after deduction of certain fees and expenses payable by Benin in connection with the offer and sale of the certificates and the notes, will be used for general budget purposes in accordance with Benin’s finance laws.

For more information, please see the press release.

The Cleary team included partners Barthélemy Faye and Frederic Martin, and associates Pap Diouf, Megi Jashari, and Doriane Nguenang. Partner Matthew Brigham and associate Adam Girts advised on U.S. tax law. The hedging team included partner Jim Ho and associate Jonathan Griggs.