April 10, 2020
VIA EDGAR ANDE-MAIL
United States Securities and Exchange Commission
Division of Corporation Finance
Office of International Corporate Finance
100 F Street, NE
Washington, D.C. 20549-3628
Attention: Mr. Michael Coco, Chief
| Re: | Republic of Turkey Registration Statement under Schedule B Filed February 27, 2020 File No. 333-236683
Form18-K for Fiscal Year Ended December 31, 2018 Filed September 26, 2019 Amended November 14, 2019 and February 13, 2020 FileNo. 033-37817 | |
Dear Mr. Coco:
On behalf of the Republic of Turkey (the “Republic”), we are responding to the letter of the Staff of the Division of Corporation Finance (the “Staff”), dated March 26, 2020, regarding the above-referenced Registration Statement under Schedule B (the “Registration Statement”) and Annual Report on Form18-K for the fiscal year ended December 31, 2018, as amended (the “Form18-K”) of the Republic.
The Republic’s (1) Registration Statement has been revised in accordance with the Staff’s comments and is being filed simultaneously herewith, as part of an Amendment to the Republic’s Registration Statement (the “Amended Registration Statement”) and (2) Exhibit D to the Form18-K has been revised in accordance with the Staff’s comments and is being filed simultaneously herewith, as part of an Amendment to the Form18-K (the “Amended Form18-K”).
For ease of reference, the Staff’s comments are reproduced below in bold italics, followed by the Republic’s responses.
General
| 1. | To the extent possible, please update all statistics and information to provide the most recent data. Additionally, to the extent practicable, please include substantive explanatory discussions for material statistical variances in your economic data. We note, for example, the significant changes from 2018 to 2019 in your economic data in your Form18-K. |
Arnold & Porter Kaye Scholer LLP 250 West 55th Street| New York, NY 10019-9710|www.arnoldporter.com |
April 10, 2020
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The Republic has revised its disclosure in accordance with the Staff’s comment. Please see the revised Recent Developments and Summary section on pages 4 through 31 of ExhibitD-3 to the Amended Form18-K.
| 2. | Please update your disclosure or include a recent developments section, as necessary, to discuss the material economic, political and other effects of the coronavirus pandemic or the Republic’s response to it. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see pages 4 through 9 of ExhibitD-3 to the Amended Form18-K.
Form18-K
General
| 3. | We note reports of the recent increase in relative debt affecting your credit rating. Please include a discussion of any material risks related to any increase in debt that you may incur. We note also that you should discuss any material risks related to the steady depreciation of the Lira, your taxing and credit strategies, and your steady decrease in reserves. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see page 26 of ExhibitD-3 to the Amended Form18-K.
Exhibit D
Description of the Republic
| 4. | Please include discussion of any material risks relate to recent earthquakes in eastern Turkey. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see pages 9 and 33 ofExhibit D-3 to the Amended Form18-K.
International Lending
| 5. | Please revise the chart on page 79 to include the interest rates and maturity dates for each loan. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see page 97 of ExhibitD-3 to the Amended Form18-K.
April 10, 2020
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Banking System
| 6. | Please revise your disclosure on page 106 to include the total amount owed by each shareholder. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see page 122 of ExhibitD-3 to the Amended Form18-K.
Amendment No. 2 to Form18-K
ExhibitD-2
Foreign Policy and International Relations
| 7. | Please update this section throughout to include any material recent developments in relations with Russia, Syria, the United States, or related matters. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see pages 12 through 18 of ExhibitD-3 to the Amended Form18-K.
The European Union and the United Kingdom
| 8. | Please include a discussion of any material effects on Turkey related to the United Kingdom’s decision to leave the European Union (EU) or the EU’s economic stability. Also, include a discussion of any material effects if certain events were to occur, such as further bailouts of EU countries or another credit crisis. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see page 12 of ExhibitD-3 to the Amended Form18-K.
| 9. | Please revise your discussion to include any material findings of the European Commission’s 2019 report on Turkey. |
The Republic has revised its disclosure in accordance with the Staff’s comment. Please see page 12 of ExhibitD-3 to the Amended Form18-K.
* * * * *
Should you or any member of the Staff have any questions concerning the enclosed materials or desire further information or clarification in connection therewith, please contact the undersigned at(212) 836-8861 or Christopher.Peterson@arnoldporter.com.
April 10, 2020
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Very truly yours, |
/s/ Christopher P. Peterson |
|
Christopher P. Peterson |
Arnold & Porter Kaye Scholer LLP |
| cc: | Yavuz ALKAN, Ministry of Treasury and Finance, Republic of Turkey Eren YAVUZ, Ministry of Treasury and Finance, Republic of Turkey | |||