Sullivan & Cromwell is the leading international law firm involved in sovereign financings and liability management transactions in Latin America.

The Firm has unparalleled experience in transactions involving Latin American sovereign or sovereign-backed entities. This includes decades working with the region's leading development banks. S&C's experience in the sovereign finance space is notable for both the total number of transactions and the geographic scope of our representations in debut offerings and ongoing debt financing programs by sovereign entities, including government-backed, supranational and multilateral financial institutions.

S&C also brings to bear many of its hallmark strengths in sovereign restructuring matters, which require an understanding of both corporate and litigation disciplines and a pragmatic approach to find creative and highly tailored solutions to complex reorganizations.

Capital Markets

S&C has completed more non-U.S. offerings by sovereign, quasi-sovereign and supranational issuers than any other law firm. It is our integral role in shaping the transaction process and developing innovative legal techniques that, we believe, distinguishes us from other law firms active in sovereign offerings. S&C has been a pioneer in developing legal techniques to increase the feasibility and efficiency of transactions for sovereign borrowers in Latin America, including:

  • Development of collective action clauses;
  • Expanding eligibility for U.S.-registered sovereign issuances;
  • First sovereign commercial paper program in the U. S. market;
  • World Bank's first underwritten public offering and development of global bonds; and
  • Advising on numerous first-time issues by sovereign and related issuers.

Today, the Firm acts as designated underwriters' counsel for sovereign financings and liability management transactions by Brazil, Colombia, Mexico and Panama, as well as Fondo Latinoamericano de Reservas. S&C issuer clients include the Republic of Paraguay and multinational issuers Corporación Andina de Fomento and Fondo Financiero Para El Desarrollo De La Cuenca Del Plata.

S&C participates in many “first of its kind” transactions requiring not only innovative thinking but also detailed discussions with market regulators.

Restructuring

Through S&C's sovereign practice and ongoing representations of sovereigns in debt restructurings and debt issuances, S&C has unmatched credibility with all players in the sovereign debt restructuring space, including issuers, bondholders, financial advisors and legal advisors.

S&C has deep and highly relevant experience with sovereign debt restructurings, including its representation of Belize in its 2021 innovative “debt for nature” blue bond restructuring and its ongoing representations of the Government of Argentina and the Interim Government and the National Assembly of the Bolivarian Republic of Venezuela. S&C's reputation as a smart, practical and effective consensus builder is well-known through the sovereign restructuring community.

S&C has significant experience through corporate and sovereign restructurings with addressing complex cash liquidity situations and discussions with multiple external parties.

Litigation

S&C has particular insight into representing sovereigns in litigation involving multiple parties and law firms. The Firm's recent representations include representing the Republic of Argentina in litigation brought by five investment funds in the Southern District of New York alleging breach of contract in connection with GDP-linked securities issued by the Republic in the restructuring of its sovereign debt in 2005 and 2010 and Banco Central de la República Argentina (BCRA) in prevailing before the Second Circuit in August 2015, when the court sided with BCRA against investment funds EM Ltd. and NML Capital, Ltd. after nine years of litigation, holding that plaintiffs had failed to adequately allege that BCRA is an alter ego of the government and that BCRA qualified for immunity from suit under the Foreign Sovereign Immunities Act.

S&C's 300+-person litigation group consists of arguably the most elite team of generalist business litigators in the world.

Our work includes advising in financings by:

Latin America Sovereigns:

  • Argentina
  • Belize
  • Brazil
  • Colombia
  • Ecuador
  • Mexico
  • Panama
  • Paraguay
  • Papua New Guinea
  • Peru
  • Venezuela

Latin America Supranationals / Multilaterals / Government-Backed Entities:

  • Banco Central de la República Argentina (BCRA)
  • Central American Bank for Economic Integration (CABEI)
  • Corporación Andina de Fomento (CAF)
  • Fondo Financiero Para El Desarrollo De La Cuenca Del Plata (FONPLATA)
  • Fondo Latinoamericano de Reservas (FLAR)

Other Supranationals / Multilaterals / Government-Backed Entities:

  • Inter-American Development Bank (IADB)
  • International Bank for Reconstruction and Development (IBRD)
  • International Development Association (IDA)
  • International Finance Corporation (IFC)

SELECTED REPRESENTATIONS

Selected Sullivan & Cromwell Latin America sovereign finance matters include:
  • Republic of Argentina, where S&C represented the international dealer managers in Argentina’s 2005 exchange offer resulting in SEC-registered bonds totaling $82 billion.
     
  • Republic of Argentina, in litigation brought by numerous funds in the Southern District of New York relating to GDP-linked securities issued in 2005 and 2010. The Court dismissed the first-filed of the cases in January 2020.
     
  • Republic of Argentina, in litigation against hedge funds pending in the High Court of Justice in London arising out of the 2005 and 2010 GDP-linked securities.
     
  • Republic of Argentina, in a breach of contract action pending in the Southern District of New York related to Argentina’s 2012 expropriation of shares in a publicly-traded oil company.
     
  • Province of Buenos Aires’ dealer managers, in its debt restructuring.
     
  • Federative Republic of Brazil, where S&C represented the underwriters in bonds totaling more than $61 billion.
     
  • Republic of Colombia, where S&C represented the underwriters in bonds totaling more than $56 billion.

    The transactions include Colombia’s 2010 offering of TES Bonds due 2021, which was awarded "Best Local Currency Financing" by LatinFinance.
     
  • Republic of Ecuador, where S&C represented the underwriters in $650 million in unregistered debt.
     
  • United Mexican States, where S&C represented the underwriters in bonds totaling more than $154 billion.
The transactions include several of Mexico's landmark bonds and liability management transactions, including: its century bond in 2010, recognized as one of the largest century bond offers on record and the first 100-year government bond offer from a Latin American issuer, and its 2013 €1.6 billion concurrent new issue and accelerated tender offer, awarded "Sovereign Liability Management of the Year" by LatinFinance, as well as LatinFinance’s 2019 “Sovereign Liability Management of the Year" and its 2018 “Sovereign Bond of the Year,” among others. In 2020, S&C advised the underwriters as the United Mexican States raised €750 million under its Sustainable Development Goals (SDG) Sovereign Bond Framework, the first offering of its kind.
  • Republic of Panama, where S&C represented the underwriters in bonds totaling more than $33 billion.

    The transactions include Panama’s largest-ever global bond offering with the lowest coupon rate in its history.
     
  • Republic of Paraguay, where S&C represented the issuer in bonds totaling more than $3 billion, including its debut Rule 144A offering of $500 million.
     
  • Republic of Peru, where S&C represented the underwriters in bonds totaling more than $4 billion.
     
  • Government of Belize, Ministry of Finance of Belize and Central Bank of Belize, in connection with various restructurings of Belize’s financial indebtedness:
     
    • Government of Belize, in a “debt-for-nature” swap restructuring of all of its approximately $550 million of external commercial debt—an amount that represents 30 percent of the country’s GDP—becoming the first country in the Americas to complete a debt conversion that will fund ocean and marine life conservation;
       
    • Ministry of Finance of Belize, in a consent solicitation to the holders of Belize’s “superbond” held by foreign investors, seeking to allow the capitalization of the next three interest payments to focus resources in addressing health and economic issues resulting from the outbreak of COVID-19; and
       
    • Central Bank of Belize, in connection with the liquidation of Atlantic International Bank. 
       
  • Banco Central de la República Argentina (BCRA), in repurchase transactions involving three series of BONAR sovereign bonds with a group of seven international banks, increasing BCRA’s USD cash reserves by $5 billion; and subsequently in the early repurchase of such transactions, and in entering into new repurchase transactions for $1 billion.
     
  • Banco Central de la República Argentina (BCRA), in three arguments before the U.S. Court of Appeals for the Second Circuit in litigation concerning the Foreign Sovereign Immunities Act. BCRA prevailed in all three appeals, and the court rejected an attempt to attach BCRA’s assets in New York to enforce judgments against the Republic of Argentina.
     
  • The Interim Government and the National Assembly of the Bolivarian Republic of Venezuela, in connection with the future restructuring of Venezuela’s external debt and the debt of certain of its state-owned instrumentalities.
Selected S&C Latin America quasi-sovereign and multilateral matters include representations of:
  • Central American Bank for Economic Integration (CABEI), in which S&C represented the underwriters, in several Rule 144A MTN offerings totaling more than $1 billion.
     
  • Corporación Andina de Fomento (CAF), in which S&C represented the issuer, in SEC-registered and unregistered offerings totaling more than $21 billion.

    These transactions include CAF’s establishment and update of its A/B loan program, its SEC-registered shelf in the United States, its medium-term note program in Europe, its €750 million Reg S offering of green bonds, and its largest-ever offering.
     
  • Fondo Financiero Para El Desarrollo De La Cuenca Del Plata (FONPLATA), in which S&C represented the issuer, in unregistered offerings totaling CHF150 million.
     
  • Fondo Latinoamericano de Reservas (FLAR), in unregistered bonds totaling $2.4 billion, in which S&C advised the underwriters.
     
  • Inter-American Development Bank (IADB), in which S&C represented the underwriters, in unregistered debt offerings totaling more than $76 billion.
     
  • International Bank for Reconstruction and Development, in issuing $1.36 billion in “catastrophe bonds” designed to provide Mexico, Chile, Colombia and Peru with protection against financial losses from earthquakes. This matter is the largest sovereign risk insurance transaction to date, the second-largest issuance in the history of the catastrophe bond market and the first time that Chile, Colombia, and Peru have accessed the capital markets to obtain insurance for natural disasters. The transaction brought the total amount of catastrophe bond transactions facilitated by IBRD, and advised by S&C, to nearly $4 billion.
     
  • International Bank for Reconstruction and Development, in issuing $360 million in “catastrophe bonds” to provide Mexico with protection against financial losses from earthquakes, Atlantic- and Pacific-named storms.
     
  • International Bank for Reconstruction and Development, in issuing $320 million “catastrophe bonds” to provide funding to the Pandemic Emergency Financing Facility (PEF), a facility designed to channel surge funding for response efforts to help prevent rare, high-severity disease outbreaks from becoming more deadly and costly pandemics. The issuance of the Pandemic Notes marks the first time that catastrophe bonds have been used to finance response efforts to infectious diseases, and the first time that pandemic risk has been transferred to the financial markets. The issuance was oversubscribed by 200%, reflecting an overwhelmingly positive reception from investors and a high level of confidence in the unique World Bank-sponsored instrument, enabling the World Bank to price the Pandemic Notes well below the original guidance from the market. Recognized as IFLR Americas’ 2018 Securitisation and Structured Finance Deal of the Year.
     
  • International Bank for Reconstruction and Development, in issuing $185 million in “catastrophe bonds” to provide Jamaica with protection against financial losses from tropical storms. The government of Jamaica is the first government in the Caribbean region, and the first of any small island state, to independently sponsor a catastrophe bond.
     
  • International Finance Corporation (IFC), in which S&C represented the underwriters, in unregistered debt offerings totaling more than $35 billion.
     
  • Petróleos Mexicanos (Pemex), in which S&C represented the underwriters, in Rule 144A/Reg. S bond offerings totaling more than $33 billion.