Cleary Gottlieb designs and implements the transaction structures that shape the world of sovereign finance.

For more than 70 years, we have pioneered our sovereign governments practice in every part of the globe. We advise ministries of finance, central banks, sovereign wealth funds, attorneys general’s offices, and other governmental instrumentalities in more than 70 countries in the Middle East, Africa, Europe, Latin America, the Caribbean, and Asia.

Our dedicated team of lawyers have devoted a substantial part of their careers to assisting sovereign clients in their dealings with foreign counterparties and investors on matters including banking, regulatory, disputes, and tax. We have also advised borrowers in sovereign debt restructurings, developing and refining the legal and financial techniques used to address these problems.

Sovereign governments and quasi-sovereign entities have selected Cleary as their international legal counsel on a range of matters, including:

  • Bank financings
  • Securities offerings
  • Development and official sector financing
  • Liability management
  • Debt restructuring
  • Commercial projects
  • Infrastructure development
  • Litigation and arbitration
  • Offshore investments
  • Privatizations
  • Promoting cross-border capital flows
  • Trade initiatives

Our sovereign practice is integrated with other aspects of the firm’s practice, so that sovereign clients have access to the firm’s knowledge in handling all types of transactions and litigations, and in advising on the full range of legal issues that affect financial and other activities.

Notable Experiences

  • Countries for which we have performed significant legal work in recent years include: Argentina, Armenia, Belgium, Belize, Cameroon, Chile, Colombia, Republic of the Congo, the Dominican Republic, Ecuador, France, Greece, Grenada, Guatemala, Iceland, Indonesia, Iraq, Ivory Coast, Korea, Kuwait, Lebanon, Liberia, Malaysia, Mexico, Mozambique, Nicaragua, Nigeria, Peru, Philippines, Russia, Sierra Leone, Slovenia, South Africa, Sweden, Tanzania, Togo, and Uruguay.

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Sovereign Debt Financings

  • The Republic of Argentina since the early 1990s in its SEC-registered shelf registration statements, the filing of annual reports on Form 18-K and subsequent updates, debt offerings in the international capital markets, including the various financings that permitted the closure of the holdout “pari passu” litigation related to the sovereign’s restructuring, hedging transactions under ISDA agreements, and advice on repurchase agreements.

  • Greece in all of its international bond issuances in 2019, the country’s first offerings to the international markets since the conclusion of the bailout program in 2018, including its recent €2.9 billion exchange and tender offer, its €1.5 billion dual-tranche notes offering, €2.5 billion senior notes offering, €2.5 billion notes offering, and €2.5 billion notes offering.

  • Benin in the €500 million international offering of a landmark bond linked to the United Nations’ sustainable development goals (SDGs), in a €1 billion bond offering and concurrent tender offer and its innovative €260 million term loan in 2018 arranged by MUFG, the first time in World Bank history that policy-based guarantees were leveraged to support commercial loans to a sovereign in Africa.

  • Republic of Senegal in a foreign exchange hedging transaction that is supported by a first-of-its-kind guarantee from the African Development Bank. The successful execution of this innovative transaction won Senegal’s Ministry of Finance and Budget the title of “Sovereign Risk Manager of the Year” at the Risk.Net Risk Awards 2020.

  • Loans, bonds, and derivatives, and institutional advice for various sovereigns, supranationals, and central banks, including Argentina, Asian Development Bank, the Commonwealth of the Bahamas, Benin, Chad, Republic of Congo, the Dominican Republic, Eurofima, European Stability Mechanism, Georgia, Greece, Ivory Coast, Nigeria, Russia, Senegal, Tanzania, and Togo.

  • The Ministry of Transportation and Communications and the Mexico City airport concessionaire AICM on the international financing for the planned new Mexico City airport and the December 2018 amendment and repurchase of the international debt issued to finance the project.

  • The United Mexican States since the early 1990s in its SEC-registered shelf registration statements, the filing of annual reports on Form 18-K and subsequent updates. We advise the United Mexican States in its commercial and financial operations, including bond offerings, its SEC-registered Global MTN program, numerous SEC-registered takedowns, in its insurance agreement with the IBRD in connection with a catastrophe bond issuance by the IBRD in 2020, currency swaps, and oil hedging contracts.

  • The Republic of Chile and its underwriters since the early 2000s in its SEC-registered shelf registration statements, the filing of annual reports on Form 18-K and subsequent updates and debt offerings in the international capital markets, including peso denominated and euro-denominated bond issuances, switch tender offers, Chile’s $2 billion SEC-registered inaugural sovereign sustainability-linked bonds, its €1.75 billion SEC-registered social debt offering, its first four green bond issuances, and in its insurance agreement with the IBRD in connection with a catastrophe bond issuance by the IBRD.

  • The Federative Republic of Brazil since the 2010s in its SEC-registered shelf registration statements, the filing of annual reports on Form 18-K and subsequent updates, and debt offerings in the international capital markets in the aggregate amount of $12 billion.

  • The Dominican Republic in all 22 of its sovereign debt issuances for the past 11 years, in various financing matters, and matters related to privatizations of certain energy assets, and in connection with the hedging of oil prices, negotiations of an agented securities lending arrangement, and of ISDA agreements.

  • The Republic of Uruguay since the early 1990s in its SEC-registered shelf registration statements, the filing of annual reports on Form 18-K and subsequent updates, debt offerings in the international capital markets, including its 2019 $1.25 billion new money offering and switch tender offer, and in connection with derivatives matters and ISDA agreements.

  • The Republic of Peru and the Central Bank of Peru in the management of public sector external debt, including the negotiation of a Brady-type restructuring, and in numerous debt capital markets transactions totaling over $1.7 billion, including several SEC-registered offerings and its $1.4 billion Rule 144A/Reg S global bonds offering—Peru’s first issuance of global bonds in the international capital markets in over 70 years and the first-ever sovereign A/B exchange offer.

  • The initial purchasers and underwriters of Paraguay since 2013 in Rule 144A/Reg S international debt offerings by Paraguay, totaling over $3 billion.

  • The Republic of Colombia in numerous debt capital markets transactions totaling over $7.7 billion, including establishing an SEC-registered $650 million shelf registration for debt securities and in subsequent updates and drawdowns and in transactions involving external financings, including EMTN takedowns, U.S. registered offerings, exchanges, and tender offers.

  • The initial purchasers and underwriters of the Republic of El Salvador in debt capital market transactions totaling over $1.5 billion.

  • Belize in a $547 million exchange of its commercial external debt for new bonds and in its consent solicitation to amend existing bonds.

  • Ecuador in its new financings, including a $650 million Rule 144A/Reg S notes offering, and in its external debt restructurings.

  • Germany’s Financial Market Stabilization Agency (FMSA) in the privatization and €1.16 billion IPO of Deutsche Pfandbriefbank, the largest IPO in Germany in 2015.

  • The underwriters in the Republic of the Philippines’ $2 billion SEC-registered senior unsecured notes offering and concurrent accelerated tender offer to repurchase certain outstanding notes.

  • The Republic of Armenia in a $500 million Rule 144A/Reg S Eurobond offering and a simultaneous $700 million notes offering.

  • Credit Suisse, Deutsche Bank, Arif Habib, and Elixir Securities Pakistan, as U.S. and English law Counsel, in a $1.02 billion Rule 144A/Reg S secondary offering of shares in Habib Bank by the Islamic Republic of Pakistan, representing Pakistan’s largest-ever equity offering.

  • Credit Suisse, Deutsche Equities, DSP Merrill Lynch, Goldman Sachs, JM Financial Institutional Securities, Kotak Securities, and SBICap Securities, as brokers, in a $3.6 billion Rule 144A/Reg S offering of common shares in Coal India Ltd. by the Government of India, representing one of the largest ever equity deals in India.

  • The Republic of Côte d’Ivoire in several international financing transactions totaling over $3 billion including a €850 million Eurobond issuance and a $1 billion Rule 144A/Reg S senior unsecured notes offering, representing the longest maturity for a sovereign issuance on primary markets in Sub-Saharan Africa excluding South Africa ever.

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Sovereign Debt Restructurings

  • Numerous investors (comprising institutional investors and hedge funds) in Venezuela and/or PDVSA debt and multinational companies with exposure to Venezuela comprising the largest bondholder committee in connection with the default on over $65 billion of bond debt.

  • The Commonwealth of Puerto Rico in the financial restructuring of $73 billion of indebtedness, and the Puerto Rico Electric Power Authority (PREPA) in the restructuring of over $9.5 billion of bond and bank indebtedness.

  • The Republic of Argentina in the restructuring of the country’s external indebtedness under 178 series of bonds issued in various jurisdictions including Germany, Italy, Japan, the United Kingdom, and the United States, including $82 billion and $18 billion global exchange offers, litigation in U.S. and foreign courts, and ICSID arbitration; and in the country’s $16.5 billion debt offering, marking the country’s return to international markets after 15 years of absence.

  • The Province of Buenos Aires, a province of the Republic of Argentina, in its successful invitation to exchange and consent to certain proposed modifications that resulted in the restructuring of approximately $7.1 billion outstanding aggregate principal amount of Buenos Aires’ foreign-law governed debt, or 97.66% of the aggregate principal amount of the 11 series of bonds targeted in the offer.

  • Greece in numerous transactions, including its 2017 €25.8 billion bond exchange, as well as the largest-ever sovereign debt restructuring and the largest-ever bond exchange valued at €206 billion, and its subsequent €31.9 billion bond exchange.

  • The government of Barbados in relation to its domestic and external debt exchange. Following the exchange, Barbados became the only country in the world whose public debt stock is climate resilient as a result of the inclusion of the innovative “natural disaster clause” in its debt instruments.

  • The Republic of Chad in the restructuring of its $1.3 billion facility agreement, accounting for 98% of Chad’s commercial debt stock.

  • The Ministry of Finance and Public Credit of Mexico in virtually every aspect of its international commercial and financial operations, including external debt restructuring, securities offerings, structuring of Brady bond transactions, and issuance of debt exchange warrants; financings backed by oil receivables; liability management transactions; litigation; and more.

  • The dealer manager, in the Republic of Ecuador’s successful consent solicitation and invitation to exchange from holders of 10 series of debt securities with an aggregate principal amount outstanding of approximately $17.4 billion. The transaction won the Sovereign Liability Management of the Year award by LatinFinance in 2020.

  • The government of Ecuador in its external financings, including the restructuring of its Brady Bonds through an exchange offer and in its Paris Club renegotiations.

  • Belize in its $547 million exchange of commercial external debt for new bonds.

  • The Ministry of Finance of Jamaica concerning liability management and previously counsel to the government of Jamaica in the restructuring and refinancing of its sovereign indebtedness.

  • The Republic of Nicaragua in its international debt restructuring, including a $1.4 billion cash buyback.

  • Grenada in its external debt restructuring following the devastation of Hurricane Ivan.

  • The Republic of Slovenia in its external debt restructuring and in proceedings before the UK courts relating to the distribution and allocation of the former National Bank of Yugoslavia’s foreign financial assets deposited with AY Bank.

  • The government of Iceland in its negotiations with the United Kingdom and the Netherlands to repay amounts expended to reimburse depositors in Landsbanki, a failed Icelandic bank.

  • Republic of Indonesia in numerous matters, including several multibillion dollar bond offerings, the restructuring of its sovereign debt, and the restructuring of the country’s power sector.

  • Republic of Iraq in restructuring an external debt stock that exceeded $140 billion.

  • The government of the Republic of Congo in the restructuring of its external commercial debt.

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