December 2, 2002
Eric W. Wooley, Esq.
Dear Mr. Wooley:
In your letter dated December 2, 2002, as supplemented by conversations with the staff, you request on behalf of Goldman, Sachs & Co. and Deutsche Bank Securities (together the Underwriters) and their affiliates, an exemption from Rule 101 of Regulation M in connection with the sale by Colombia of a new issue of U.S. dollar- denominated unsecured global bonds due 2013 (New Bonds). Specifically, you seek an exemption to permit the Underwriters and their affiliates to act as market makers in the New Bonds while participating in the distribution of the New Bonds. We have attached a copy of your letter to avoid reciting the facts that it presents. Unless otherwise noted, each defined term in this letter has the same meaning as defined in your letter.
On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the Commission hereby grants an exemption from Rule 101 to permit the Underwriters and their affiliates, in connection with their role as market makers, to bid for, purchase, and solicit the purchase of the New Bonds during the applicable restricted period for the distribution of the New Bonds. In particular, this exemption is based on the facts that: Colombia is a sovereign government whose financial affairs are widely reported on; the market for the New Bonds is expected to be highly liquid and to have significant depth of trading; the Underwriters estimate that approximately 10 dealers are expected to regularly place bids and offers for the New Bonds, of which approximately 5 are expected to be continuous market makers; the Underwriters estimate that daily purchases and sales of the New Bonds by the Underwriters and their affiliates will not account, on average, for more than 20% of the average daily trading volume in the New Bonds; the New Bonds are expected to trade primarily on the basis of a spread to the United States Treasury security with a corresponding maturity, in a manner similar to trading in investment grade debt securities; the New Bonds are expected to be rated Ba2 by Moody's Investment Services, Inc. and BB by Standard & Poors; as of September 30, 2002, Colombia's public sector external debt aggregated approximately U.S. $22.2 billion in principal amount; and the Offering will be made pursuant to Colombia's effective shelf registration statement filed with the Commission under the Securities Act of 1933. This exemption is subject to the following conditions:
The foregoing exemption from Rule 101 is based solely on your representations and the facts presented, and it is strictly limited to the application of this rule to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, if any material change occurs with respect to any of those facts or representations.
In addition, persons relying on this exemption are directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a) and 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other provisions of the federal or state securities laws must rest with the Underwriters and their affiliates. The Division expresses no view with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of other federal and state laws or Exchange Act rules to the proposed transactions.
For the Commission, by
James A. Brigagliano
Incoming LetterThe incoming letter is attached in PDF format.