Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268155
The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED JANUARY 23, 2025
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 4, 2022
REPUBLIC OF THE PHILIPPINES
% Global Bonds due 20
% Global Bonds due 20
% Global Bonds due 20
The Republic of the Philippines (the “Republic”) is offering in aggregate principal amount of its % global bonds due 20 (the “ global bonds”), in aggregate principal amount of its % global bonds due (the “ global bonds) and in aggregate principal amount of its % global bonds due 20 (the “ global bonds”). We refer to the global bonds, global bonds and global bonds collectively as the “global bonds.” The Republic will pay interest on (i) the global bonds on of each year, commencing on , 2026, (ii) the global bonds on and of each year, commencing on , 2025 and (iii) on the global bonds on and of each year, commencing on , 2025. The Republic may not redeem the global bonds prior to their maturity. The global bonds, global bonds and global bonds will each mature at par on 20 , 20 and 20 , respectively. The offering of the global bonds of each series, each pursuant to this prospectus supplement, are not conditioned upon one another.
The global bonds will be the direct, unconditional, unsecured and general obligations of the Republic and will rank without any preference among themselves and equally with all other present and future unsecured and unsubordinated external indebtedness of the Republic. It is understood that this provision shall not be construed so as to require the Republic to make payments under the global bonds ratably with payments being made under any other external indebtedness of the Republic.
The global bonds will be designated Collective Action Securities issued under a fiscal agency agreement, as supplemented, and constitute a separate series of debt securities under the fiscal agency agreement. The fiscal agency agreement contains provisions regarding future modifications to the terms of the global bonds that differ from those applicable to the Republic’s outstanding external public indebtedness issued prior to February 1, 2018. Under these provisions, which are described in the section entitled “Collective Action Securities,” on page 19 of the accompanying prospectus, the Republic may, among other things, amend the payment provisions of any series of debt securities (including the global bonds) and other reserve matters listed in the fiscal agency agreement with the consent of the holders of: (i) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the outstanding debt securities of such series; (ii) with respect to two or more series of debt securities, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (iii) with respect to two or more series of debt securities, more than 662⁄3% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually.
The offering of the global bonds is conditional on the receipt of certain approvals of the Monetary Board of the Bangko Sentral ng Pilipinas, the central bank of the Republic.
The global bonds are being offered globally for sale in the jurisdictions where it is lawful to make such offers and sales. Application has been made to admit the global bonds to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market (“Euro MTF”). We cannot guarantee that the application to the Luxembourg Stock Exchange will be approved, and settlement of the global bonds is not conditional on obtaining the listing. This prospectus supplement together with the prospectus dated November 4, 2022, constitute a prospectus for the purpose of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
We expect to deliver the global bonds (the “EUR global bonds”) to investors in registered book-entry form only through the facilities of Clearstream Banking S.A. (“Clearstream, Luxembourg”) and Euroclear Bank SA/NV (“Euroclear”), and deliver the global bonds and the global bonds (the “USD global bonds”) to investors in registered book-entry form only through the facilities of The Depository Trust Company (“DTC”), Clearstream Banking and Euroclear, on or about , 2025.
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| | 20 Global Bonds | | | 20 Global Bonds | | | 20 Global Bonds | |
| | Per Bond | | | Total | | | Per Bond | | | Total | | | Per Bond | | | Total | |
Price to investors(1) | | | | | | | | | | | | | | | | | | | | | | | | |
Underwriting discounts and commissions | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds, before expenses, to the Republic | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Plus accrued interest, if any, from , 2025, if settlement occurs after that date. |
Neither the U.S. Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners
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Citigroup | | Goldman Sachs | | HSBC | | J.P. Morgan | | Morgan Stanley | | Standard Chartered Bank | | UBS |
The date of this prospectus supplement is , 2025