Republic of the Philippines in $1.7 Billion Liability Management Transaction

Cleary Gottlieb represented Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities LLC, Standard Chartered Bank and UBS AG, Hong Kong Branch, as joint dealer managers and underwriters in a tender offer by the Republic of the Philippines for 16 series of its U.S. dollar and euro-denominated bonds and a concurrent U.S.-registered offering by the Republic of $50 million of global bonds. The tender offer, which used a modified Dutch auction format, launched on October 10, 2011 and expired on October 13, 2011.

The total consideration paid by the Republic, including accrued interest on the tendered bonds, was approximately $1.7 billion, which the Republic paid using funds managed by the Republic’s Bureau of the Treasury and the proceeds of the offering of global bonds.

The transaction was 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 interest costs.