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Sovereign Finance

Our preeminent Sovereign Finance practice advises sovereigns, sub-sovereigns and state-owned companies on their most challenging financial transactions, including sovereign bond issues, liability management transactions, derivatives transactions, and re-financings/restructurings. Our lawyers are thought leaders in sovereign finance, contributing to the development of aggregated collective action, equal ranking clauses, US AID-guaranteed issues, sukuk bonds, and diaspora bonds—a product which we pioneered. We also advise on transactions and other assignments involving international financial institutions, such as the IMF, World Bank/IFC, IDB, EBRD, AIIB, EIB, Corporación Andina de Fomento, Caribbean Development Bank, Islamic Development Bank, and Green Climate Fund.

  • Public and Private Debt Securities Offerings: Global offerings registered with the SEC and offerings under Rule 144A/Regulation S; Yankee, Samurai and Panda bonds; and other transactions listed on the regulated and unregulated markets of foreign stock exchanges (Luxembourg, Ireland, London).

  • Liability Management Transactions: Improved debt profiles through transactions for existing debt (cash tender offers, exchange offers, waiver solicitations, consent solicitations); more complex transactions (switch tenders linked to new money exercises); privately negotiated transactions; and contractually authorized redemptions.

  • Sovereign Restructurings/Debtor-side and Creditor Committee Experience: Development of innovative bridge loans and support packages from IFIs and financial instruments for external indebtedness owed to: commercial bank creditors under direct and syndicated loans, international bondholders, trade creditors, interbank lenders, export credit agencies, and Paris Club and non-Paris Club governments.

  • Central Bank Counseling & Litigation: Bank supervision; settlement and clearing systems; investment advisory and custody arrangements for managing international reserves, derivatives and gold transactions; obtaining liquidity from nonliquid assets; and reducing exposure of assets to unwarranted attachments by foreign entities.

  • Derivatives Transactions: Review and negotiation of ISDA master agreements, schedules, credit support annexes and confirmations covering the spectrum from interest and currency rate swaps to commodity price swaps and highly structured bespoke transactions for sovereign counterparties.

Debevoise Named to The American Lawyer's 'Dealmakers of the Year' List.
“Arnold & Porter enjoys a respected international practice group with a proven track record representing sovereigns and state-owned entities in high-value debt offerings.”
Chambers Latin America 2022 (Capital Markets)

Experience Highlights

  • Barbados Creditors’ Committee in the restructuring of more than $640 million of external public debt of the Government of Barbados, which involved an exchange of seven existing external obligations for bonds maturing in 2029, PDI Bonds maturing in February 2021 and cash.
  • Central Bank of Brazil with respect to the management of $385 billion of international reserves, including the negotiation of global custody agreements, investment management agreements, ISDA, and repurchase documentation.
  • Caja de Ahorros, a Panamanian government- owned savings bank, with respect to two Multilateral Investment Guarantee Agency (MIGA) guaranteed loans related to Panama’s response the COVID-19 pandemic and which represented the first time Caja de Ahorros accessed international long-term financing.
  • Republic of Colombia in its issuance of $1 billion of its 5.200% Global Bonds due 2049.
  • Corporación Andina de Fomento as issuer in bond issues under its shelf registration with the Securities and Exchange Commission, including its

    $1 billion 1.25% Notes due 2024
    $650 million 2.25% Notes due 2027

  • Republic of Honduras in its issuance of $600 million 5.625% Notes due 2030, the proceeds from which were used to refinance obligations of the Honduran electricity company ENEE.
  • Hungary in the issuance of $2.25 billion Notes due 2031, $2 billion Notes due 2051 and EUR 1 billion Notes due 2028.
  • Federal Republic of Nigeria in its debut offering of $300 million of 5.625% diaspora bonds.
  • Republic of Panama in connection with ISDA Master Agreements and related credit support documentation entered into with various swap dealer counterparties in the United States and Europe, including application of Title VII of the Dodd-Frank Act and the European Market Infrastructure Regulation (EMIR) to the Republic’s swap activities.
  • Republic of Turkey in its sukuk offering of $2.5 billion 5.125% Lease Certificates due 2026.

Key Contacts

Gregory Harrington
Gregory Harrington
Washington, D.C.
+1 202.942.5082
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  • Chambers Global
    Capital Markets: Securitisation: ABS (USA) (2022)
    Capital Markets (Latin America-wide) (2022)
    Banking & Finance (Latin America) (2021)
    Capital Markets: Debt & Equity (Foreign Experts: USA) (2020)
  • Chambers Latin America
    Capital Markets (2023)
    Banking & Finance (2020)
  • Chambers USA
    Capital Markets: Securitization: ABS (Nationwide) (2023)
  • The Legal 500 UK
    Finance: Debt Capital Markets (2023)
  • The Legal 500 US
    Capital Markets: Global Offerings (2022)
    Capital Markets: Debt Offerings (2022)
  • The Legal 500 Latin America
    Banking & Finance (2023)
    Capital Markets (2023)
  • LatinFinance Magazine
    "Sovereign Liability Management Deal of the Year" – represented the Federative Republic of Brazil as issuer in an innovative one-day switch tender targeting bonds worth $11.8 billion (2014)

    "Restructuring Deal of the Year" – advised the Coordinating Committee of Belize 2029 Bondholders on the negotiation and successful closing of an exchange offer of new Belize US dollar bonds due 2038 for existing Belize US dollar bonds due 2029 (2013)