Republic of Philippines’ $2 Billion Offering

Cleary Gottlieb represented the joint bookrunners, Citigroup, Credit Suisse, Deutsche Bank, Morgan Stanley, Standard Chartered Bank, and UBS, in an SEC-registered offering by the Republic of the Philippines of $2 billion of 3.00 percent global bonds due 2028.

Cleary  also represented the joint dealer managers, Citigroup and Standard Chartered Bank, in the concurrent accelerated tender offer for 14 series of the Philippines’ outstanding U.S. dollar-denominated bonds maturing between 2019 and 2037. The transactions closed on February 1, 2018, and the bonds were listed on the Luxembourg Stock Exchange.

The new bond offering was a take-down from the Philippines’ shelf registration statement under Schedule B and is the first take-down completed by the Philippines after filing its first annual report on Form 18-K. The transaction also involved an update of the Philippines’ debt documentation to strengthen its collective action clause and modify its ranking clause.

The tender offer is part of a broader liability management program by the Philippines aimed at reducing the percentage of its overall liabilities that is denominated in foreign currencies, extending maturities and reducing costs.