GarciaBodan acted as Honduran legal counsel in an innovative transaction that combined an international debt issuance with a Tender Offer for outstanding bonds.
The Republic of Honduras completed one of the most significant and innovative capital markets transactions in its recent history by simultaneously executing an international sovereign bond issuance and an early Tender Offer for existing debt, a structure that enabled the country to optimize its maturity profile and strengthen its liability management strategy.
In this transaction, GarciaBodan acted as Honduran legal counsel to the Republic of Honduras, providing local legal advice and assistance in connection with both the issuance of the new sovereign bonds and the implementation of the Tender Offer directed at current holders of the 2027 bonds.
The transaction, which closed on July 29, 2026, included the issuance of US $815.67 million of bonds maturing in 2036, placed in the international markets through the initial purchasers led by Citigroup Global Markets Inc. and Santander US Capital Markets LLC.
One of the most notable elements of the transaction was the inclusion of a Tender Offer, a mechanism through which the Republic offered to purchase its outstanding 2027 bonds prior to maturity. This is an uncommon structure in Honduran sovereign transactions and represents a milestone in the evolution of the country's public debt management strategies.
As part of its role, GarciaBodan provided comprehensive advice to the Republic of Honduras on all Honduran law matters related to the transaction, including the review, analysis, and validation of the transaction documents associated with both the issuance of the new sovereign bonds and the Tender Offer for the 2027 bonds. The firm's work included the assessment of offering documents, agreements with the initial purchasers and tender offer agents, legal opinions, and other instruments required to execute the transaction, as well as verification of compliance with the applicable regulatory framework and required government authorizations. GarciaBodan also issued the Honduran legal opinions required by the participating parties, confirming, among other matters, the due authorization, validity, legality, and enforceability of the obligations assumed by the Republic under the transaction documents.
The firm's advice was instrumental in implementing an innovative structure that combined a new international debt issuance with a Tender Offer for outstanding bonds, establishing a significant precedent in the Honduran sovereign capital markets.
The combination of a new debt issuance with a Tender Offer enabled Honduras to access long-term financing while proactively managing upcoming debt obligations, in line with practices widely used in international markets to improve maturity profiles and reduce refinancing risks.
GarciaBodan's legal team was led by Vanessa Oquelí, Managing Partner of GarciaBodan Honduras, together with Gabriela Aguirre and Mauricio Zarruk, Senior Associates, and Ballery Avilez, Associate.
The transaction reinforces GarciaBodan's position as one of the leading firms in Central America in the areas of capital markets and sovereign financing, further strengthening its experience in complex transactions involving government issuers, international financial institutions, and global investors.
This transaction represents a significant precedent for the Honduran market by incorporating sophisticated sovereign liability management tools into a single international financing transaction.