Filed Pursuant to Rule 424(b)(5)
Registration No. 333-236683
The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission.
SUBJECT TO COMPLETION, DATED DECEMBER 1, 2022
PROSPECTUS SUPPLEMENT
(To the Prospectus dated May 6, 2020)
TÜRKİYE CUMHURİYETİ
(The Republic of Turkey)
$ 9.875% Notes due January 15, 2028
The Republic of Turkey (the “Republic” or “Türkiye”) is offering $ principal amount of its 9.875% Notes due January 15, 2028 (the “notes”). As of their issuance, the notes will be a further issuance of, and will be consolidated, form a single series, and be fully fungible with our outstanding 9.875% notes due January 15, 2028, issued in an aggregate principal amount of $1,500,000,000 on November 15, 2022 (the “original notes”). The total principal amount of the original notes and the notes now being issued will be $ . The notes will constitute direct, general and unconditional obligations of the Republic. The full faith and credit of the Republic will be pledged for the due and punctual payment of all principal and interest on the notes. The Republic will pay interest on the notes on July 15 and January 15 of each year, commencing on .
This prospectus supplement and accompanying prospectus dated May 6, 2020, constitute a prospectus for the purposes of Article 6 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
This prospectus supplement and the accompanying prospectus have been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the “CSSF”), as competent authority under the Prospectus Regulation. Application is being made to list on the Official List and trade the notes on the Regulated Market “Bourse de Luxembourg” of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Market in Financial Instruments Directive (2014/65/EU), as amended (“MiFiD II”). The CSSF only approves this prospectus supplement and the accompanying prospectus dated May 6, 2020 as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Republic or the quality of the notes that are the subject of this prospectus supplement and investors should make their own assessment as to the suitability of investing in the notes. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Republic in line with the provisions of Article 6(4) of the Luxembourg Prospectus Law.
See the section entitled “Risk Factors” for a discussion of certain factors you should consider before investing in the notes.
The notes will be designated collective action securities and will, therefore, contain “collective action clauses”. Under these provisions, which are described beginning on page 14 of the accompanying prospectus dated May 6, 2020, the Republic may amend the payment provisions of the notes and other “reserved matters” listed in the Fiscal Agency Agreement with the consent of the holders of: (1) with respect to a single series of notes, more than 75% of the aggregate principal amount of the outstanding notes of such series; (2) with respect to two or more series of notes, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of notes, more than 66 2/3% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding notes of each series affected by the proposed modification, taken individually. “Reserved matters” include, among other things, changes in the dates on which any amounts are payable on the debt securities, reductions in principal amounts or interest rates on the debt securities, a change in the currency of the debt securities, any change in the identity of the obligor under the debt securities, or a change in the status of the debt securities.
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| | Per Note | | | Total | |
Public Offering Price(1) | | | | % | | $ | | |
Underwriting discount | | | | % | | $ | | |
Proceeds, before expenses, to the Republic of Türkiye | | | | % | | $ | | |
(1) | Plus accrued and unpaid interest, from and including November 15, 2022 to but excluding the Issue Date in the amount of $ for the period commencing from and including November 15, 2023 to but excluding . Purchasers of the notes will be entitled to receive the semi-annual interest payments on July 15 and January 15 of each year. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes on or about December , 2022 (the “Issue Date”), through the book-entry facilities of The Depository Trust Company (“DTC”), against payment in same-day funds.
Joint Book-Running Managers
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BofA Securities | | Goldman Sachs International | | J.P. Morgan |
The date of this prospectus supplement is December , 2022.