Filed Pursuant to Rule 433
RegistrationNo. 333-189896,333-212464 and333-223463
Pricing Term Sheet
República Oriental del Uruguay
4.975% USD Bonds due 2055 (the “Bonds”)
Final Terms and Conditions
As of April 12, 2018
| Issuer | República Oriental del Uruguay | |
| Title | 4.975% USD Bonds due 2055 | |
| Principal Amount | U.S.$1,750,000,000 | |
| Maturity Date | April 20, 2055 | |
| Pricing Date | April 12, 2018 | |
| Settlement Date | April 20, 2018 (T+6) | |
| Public Offering Price | 98.713% of the principal amount plus accrued interest, if any, from April 20, 2018 | |
| Spread to Benchmark Treasury | +200 bps | |
| Benchmark Treasury | 2.750% due November 15, 2047 | |
| Benchmark Treasury Price and Yield | 94-04 and 3.053% | |
| Re-offer Yield | 5.053% | |
| Interest | 4.975% per year, payable semi-annually in arrears. Interest will be calculated on the basis of a360-day year of twelve30-day months. | |
| Interest Payment Dates | April 20 and October 20 of each year, commencing on October 20, 2018. | |
| Payments of Principal | Principal will be repaid in three nominally equal installments on April 20, 2053, April 20, 2054 and at maturity. | |
| Denominations | $1.00 x $1.00 | |
Distribution |
SEC Registered | |
| CUSIP / ISIN | 760942 BD3 / US760942BD38 | |
| Governing Law | State of New York | |
| Listing | Application will be made to admit the Bonds to the Luxembourg Stock Exchange and to have the Bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. | |
| Joint Bookrunners | BBVA Securities Inc. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. | |
The following additional information of Uruguay and regarding the securities is available from the SEC’s website and also accompanies thisfree-writing prospectus:
https://www.sec.gov/Archives/edgar/data/102385/000119312518114939/0001193125-18-114939-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518114917/0001193125-18-114917-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518114904/0001193125-18-114904-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518110187/0001193125-18-110187-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518072100/d526658dsb.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312517277270/0001193125-17-277270-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342317000416/0000903423-17-000416-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342317000385/0000903423-17-000385-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342316001140/repofur-sbmef_0711.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342313000434/0000903423-13-000434-index.htm
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus or any prospectus supplement for this offering if you request it by calling BBVA Securities Inc. at+1-212-728-1500, Citigroup Global Markets Inc. at+1-800-831-9146 or HSBC Securities (USA) Inc. at+1-866-811-8049.
This term sheet has been prepared on the basis that any offer of bonds in any Member State of the European Economic Area (“EEA) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of bonds. Accordingly any person making or intending to make an offer in that Member State of bonds which are the subject of the offering
contemplated in this information may only do so in circumstances in which no obligation arises for the Republic or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Republic nor the underwriters have authorized, nor do they authorize, the making of any offer of bonds in circumstances in which an obligation arises for the Republic or the underwriters to publish a prospectus for such offer.
This EEA selling restriction is in addition to any other selling restrictions set out in this information.
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (a) (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, “IMD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Directive 2003/71/EC (as amended); and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the bonds to be offered so as to enable an investor to decide to purchase or subscribe the bonds. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the bonds has led to the conclusion that: (i) the target market for the bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the bonds (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
This information is for distribution only to persons who (i) persons who are outside the United Kingdom; or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”); or (iii) persons falling within Articles 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA in connection with the issue or sale of any Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This information is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this presentation relates is available only to relevant persons and will be engaged in only with relevant persons.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
