Sab Miller Plc and Bavaria S.A. Structure the Biggest Ordinary Bond Offering in the Colombian Market

May, 2011 - Bogota, Colombia

Brigard & Urrutia Abogados S.A., Hogan Lovells International LLP and Harneys Westwood and Riegels provided legal advice to SABMiller plc and its subsidiary and Bavaria S.A. and Prieto & Carrizosa S.A. advised the underwriter (Correval), in the structuring of the first and largest bond exchange program executed in Colombia. The program was executed under an ordinary bond and commercial papers issuance scheme whereby Bavaria exchanged bonds issued before June 2005 for new bonds and commercial papers guaranteed by SabMiller plc.

The program issued by Bavaria consisted of a global quota of COP$2.5 billion (approximately USD$1.3 billion) and the issuances placed in the market under the first trance was of approximately COP$1.9 billion (approximately USD$1 billion). Additionally, the securities were dual-listed in the Caiman Islands Stock Exchange.

This is the largest bond issuance in Colombia’s history and the first bond exchange ever executed. The novelty of the transaction, added to its international component - the dual listing and the guarantee by SabMiller - required innovative legal and financial structures. The close coordination and interaction among the law firms involved was the key to a successful transaction.

Counsel to SabMiller and Bavaria: Brigard & Urrutia Abogados S.A.

Partners / Associates involved: Sergio Michelsen (Partner); Carlos Fradique-Méndez (Partner); David López Bruce (Associate); Felipe Mendoza (Associate); Hernán Vidal (Associate) and Juan Pablo Moya (Associate).

Counsel to Correval: Prieto & Carrizosa S.A.

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