The Government of the Republic of Ghana has initiated high-level private discussions with an ad hoc committee representing holders of Saderea Notes, marking another significant step in the country’s broader debt restructuring agenda.

The talks, led by the Ministry of Finance under Dr. Cassiel Ato Forson, focus on a potential restructuring of U.S.$117.77 million in outstanding principal on the Senior Secured Amortising Bonds due 2026, originally issued by Saderea Limited.

According to the official statement, the discussions were held with an ad hoc committee that owns or controls approximately 97.5 percent of the outstanding Saderea Notes. This concentration of creditor participation gives the negotiations considerable weight and signals a strong likelihood that any framework agreed upon could command broad market support if finalized.

Advisors frame negotiations around shared debt treatment

The Government entered the discussions with the support of its financial and legal advisers, Lazard Frères and Hogan Lovells US LLP. On the creditor side, the Saderea Ad Hoc Committee is advised by Cleary Gottlieb Steen and Hamilton LLP. The engagement centered on developing a joint working debt treatment scenario that could serve as the foundation for a mutually acceptable restructuring agreement.

This joint working scenario outlines proposed financial terms that would apply if the restructuring proceeds. While the framework remains subject to refinement and further negotiation, both parties indicated that it reflects a shared effort to balance Ghana’s debt sustainability needs with fair treatment of creditors.

A key feature of the proposed framework is its alignment with Ghana’s 2024 Eurobond Debt Exchange. The Government and the Saderea Ad Hoc Committee noted that earlier concessions made by Saderea Note holders during the Eurobond exchange are taken into account in the current proposal. When viewed together, these efforts are considered consistent with the principle of Comparability of Treatment, a cornerstone requirement under Ghana’s broader debt restructuring process.

The parameters of this principle are being assessed by the Official Creditor Committee Secretariat, which is reviewing whether the economic terms of the joint working scenario meet established comparability metrics. These metrics include present value debt relief, duration extension, and debt service reduction over the near term.

Proposed Bond Exchange Details Emerge

Under the indicative terms disclosed, holders of Saderea Notes would receive new Ghanaian government securities in exchange for each U.S.$1,000 of principal amount held. The proposal includes U.S.$986 in Step Up Coupon Amortising Notes due 2035, as well as U.S.$330 in 1.5 percent Amortising Notes due 2037. Both instruments would begin accruing interest from July 4, 2026.

These proposed instruments reflect Ghana’s strategy of extending maturities while easing near term debt service pressures. Notably, the comparability parameters cited include a complete debt service reduction for the period between 2023 and 2026, alongside an eight year duration extension when assessed at a five percent discount rate.

Push for full creditor participation*Beyond agreeing on headline financial terms, the Government and the Saderea Ad Hoc Committee have expressed an intention to continue discussions aimed at securing the consent of 100 percent of Saderea Note holders. Achieving full participation would help eliminate holdout risks and provide greater certainty around the final outcome of the restructuring.

However, the statement is clear that there is no assurance an agreement will ultimately be reached. Any potential deal remains subject to further review, reconciliation of outstanding amounts and accrued interest, and agreement on additional financial and non financial terms. Definitive documentation would also be required before any transaction could be implemented.

The Government confirmed that the announcement constitutes a public disclosure of inside information under European market abuse regulations. This reflects the sensitivity of the discussions and their potential impact on market pricing of Ghanaian debt instruments.

The statement also emphasizes that the disclosure does not constitute an offer to sell securities in the United States or any other jurisdiction where such an offer would be unlawful. Any future issuance of securities would be subject to applicable securities laws and would only be made to eligible investors through a formal offering memorandum.

Investor protections and regulatory clarity

Extensive notices included in the release outline restrictions on retail investor participation, particularly within the European Economic Area and the United Kingdom. The securities contemplated under the joint working scenario are intended solely for qualified investors, as defined under relevant prospectus and financial markets regulations.

By providing this level of regulatory clarity, the Government aims to manage legal risk while maintaining transparency with institutional investors and market participants who are closely tracking Ghana’s debt restructuring progress.

Despite the absence of a finalized agreement, the tone of the statement suggests constructive engagement between Ghana and its Saderea creditors. The Government expressed gratitude to the ad hoc committee for what it described as constructive discussions over the past three weeks, an indication that dialogue remains open and collaborative.

These talks come at a critical time for Ghana as it works to restore debt sustainability, rebuild investor confidence, and stabilize the macroeconomic environment. Progress with highly concentrated creditor groups such as the Saderea Note holders could strengthen Ghana’s hand in parallel negotiations with other external creditors.

What the talks mean for Ghana’s debt outlook

If successfully concluded, a restructuring of the Saderea Notes under mutually agreed terms would represent another incremental gain in Ghana’s complex debt resolution process. While relatively modest in size compared to Eurobond obligations, the transaction carries symbolic importance by demonstrating continued momentum and adherence to agreed international principles.

For now, markets will be watching closely as discussions continue. The outcome will not only shape the treatment of Saderea Notes but also offer further insight into how Ghana navigates the final phases of its debt restructuring journey.