The Republic of Benin in $500 Million Sovereign Bond Offering and Concurrent Tender Offer

Cleary Gottlieb represented the Republic of Benin (Benin) in an international sovereign bond offering of $500 million 8.375% amortizing notes due 2041.

The offering, which was made in the U.S. under Rule 144A and outside the U.S. in reliance on Regulation S, priced on January 16, 2025, and closed on January 23, 2025. The notes have been admitted to trading on the Main Market of the London Stock Exchange.

Concurrently with the bond offering, the Benin made a tender to purchase any and all of its outstanding €700 million 4.875% amortizing notes due 2032. Tenders were made and accepted in an aggregate amount of €250 million and were settled on January 29, 2025. The tender consideration was financed with the proceeds of a loan provided under a facility agreement between Benin and an international commercial bank, benefiting from a partial policy-based guarantee from the International Development Association for up to €200 million, on which Cleary also represented Benin.

Benin also entered into a series of EUR/USD cross-currency swaps in connection with its payment obligations under the notes following a competitive process with potential hedge counterparties.

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

For additional details, please see the official announcement.