The Government of the Republic of Ghana says it has held constructive private discussions with key holders of Saderea Limited bonds as part of ongoing efforts to manage its external debt obligations, according to a statement issued by the Ministry of Finance on Tuesday, 6 January 2026.
The talks involved an ad hoc committee representing holders of the 12.5 per cent Senior Secured Amortising Bonds due 2026, known as the Saderea Notes. The bonds were originally issued by Saderea Limited, with an aggregate principal amount of about US$253 million, of which roughly US$117.8 million remains outstanding.
Government officials were advised by Lazard Frères as financial advisers and Hogan Lovells US LLP as legal advisers. The Saderea Ad Hoc Committee is advised by Cleary Gottlieb Steen & Hamilton LLP and, together with other aligned holders, is said to own or control approximately 97.5 per cent of the outstanding Saderea Notes.
According to the government, the discussions focused on a possible framework for restructuring the Saderea Notes, referred to as a “Joint Working Scenario”, which could form the basis of a mutual understanding on revised financial terms. While the scenario remains subject to further negotiation and refinement, both sides described the talks as constructive.
The Joint Working Scenario builds on measures already taken by Saderea bondholders during Ghana’s 2024 Eurobond Debt Exchange. When those earlier efforts are taken into account, the government and the ad hoc committee believe the proposed approach is consistent with the principle of Comparability of Treatment, a key requirement under Ghana’s broader debt restructuring programme.
Comparability of Treatment seeks to ensure that different creditor groups receive broadly equivalent economic treatment, based on parameters assessed by the Official Creditor Committee (OCC). The OCC Secretariat is currently reviewing the proposed economic terms to determine whether they align with agreed comparability metrics.
Under the indicative financial terms outlined by the parties, holders of each US$1,000 principal amount of Saderea Notes would receive two new Ghanaian instruments. These include US$686 in Step-Up Coupon Amortising Notes due in 2035 and US$330 in 1.5 per cent Amortising Notes due in 2037. Both instruments would begin accruing interest from 4 July 2026.
The Step-Up Coupon Notes and the 1.5 per cent Notes would be issued under existing international bond frameworks, with separate tranches for investors under Regulation S and Rule 144A of the United States Securities Act. The government stressed that the potential terms remain subject to reconciliation of outstanding principal and accrued interest, as well as further legal, financial and technical review.
Officials emphasised that no final agreement has been reached and cautioned that there is no assurance negotiations will result in a binding deal. Any eventual agreement would also depend on securing the consent of 100 per cent of Saderea Note holders and would be governed by definitive legal documentation.
“The Government and the Saderea Ad Hoc Committee intend to continue discussions in respect of the Joint Working Scenario and other matters related to a potential agreement,” the statement said. “There is no assurance that any such agreement will be reached.”
The government nevertheless expressed appreciation for what it described as the committee’s constructive engagement over the past three weeks, signalling a willingness on both sides to explore mutually acceptable solutions.
The discussions form part of Ghana’s wider debt restructuring efforts, launched amid fiscal pressures and as the country seeks to restore debt sustainability following years of elevated borrowing costs and economic shocks. Ghana has been engaging with bilateral, multilateral and private creditors under the G20 Common Framework and related processes to restructure its debt stock.
As required under European Union market regulations, the announcement was also classified as a public disclosure of inside information under Regulation (EU) 596/2014. The government noted that the press release does not constitute an offer to sell securities in the United States or any other jurisdiction where such an offer would be unlawful.
The Ministry of Finance stressed that any future issuance of securities would be directed only at eligible institutional investors, including “qualified institutional buyers” under U.S. securities law and investors outside the United States in compliance with Regulation S. Retail investors in the European Economic Area and the United Kingdom are explicitly excluded from any such offers.
The press release also contained extensive risk warnings, noting that all statements other than historical facts should be regarded as forward-looking. These statements are based on assumptions and expectations as of the date of release and are subject to risks and uncertainties, including market conditions beyond the government’s control. The government said it does not undertake to update such statements except as required by law.
In the United Kingdom, the communication was issued in compliance with the Financial Services and Markets Act 2000 and related financial promotion rules. It is intended only for persons with professional investment experience, high net worth entities or other categories of “relevant persons” under UK law.
Analysts say progress with Saderea bondholders could help smooth Ghana’s relations with private creditors as it seeks to complete outstanding elements of its debt restructuring. However, they caution that negotiations remain complex and politically sensitive, particularly where secured instruments and high-consensus thresholds are involved.
For now, officials are maintaining a measured tone, emphasising dialogue rather than outcomes. The Ministry of Finance said discussions would continue in the coming weeks, alongside ongoing engagement with other creditor groups.
The statement was issued by the Public Relations Unit of the Ministry of Finance and signed off by the News Editor, underscoring the government’s intent to keep markets and stakeholders informed as negotiations evolve.