Obligation Argentina 7.125% ( US040114HN39 ) en USD

Argentina

40.78 % ⇌

Argentine

US040114HN39 ( en USD )

7.125% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Argentina US040114HN39 en USD 7.125%, échue

1 000 USD

2 602 855 000 USD

040114HN3

N/A

L'Obligation émise par Argentina ( Argentine ) , en USD, avec le code ISIN US040114HN39, paye un coupon de 7.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Final Prospectus Supplement
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424B5 1 d585796d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-219272
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED OCTOBER 27, 2017
THE REPUBLIC OF ARGENTINA
Offers to exchange its
6.250% Bonds Due 2019 (the "Late New 2019 Bonds") for 6.250% Bonds Due 2019 (the
"2019 Bonds");
6.875% Bonds Due 2021 (the "Late New 2021 Bonds") for 6.875% Bonds Due 2021 (the
"2021 Bonds");
7.500% Bonds Due 2026 (the "Late New 2026 Bonds") for 7.500% Bonds Due 2026 (the
"2026 Bonds");
7.625% Bonds Due 2046 (the "Late New 2046 Bonds") for 7.625% Bonds Due 2046 (the
"2046 Bonds");
6.625% Bonds Due 2028 (the "Late New 2028 Bonds") for 6.625% Bonds Due 2028 (the
"2028 Bonds");
7.125% Bonds Due 2036 (the "Late New 2036 Bonds") for 7.125% Bonds Due 2036 (the
"2036 Bonds");
5.625% Bonds Due 2022 (the "Late New 2022 Bonds") for 5.625% Bonds Due 2022 (the
"2022 Bonds");
6.875% Bonds Due 2027 (the "Late New 2027 Bonds" and, together with the Late New 2019
Bonds, Late New 2021 Bonds, Late New 2026 Bonds, Late New 2046 Bonds, Late New 2028
Bonds, Late New 2036 Bonds and Late New 2022 Bonds, the "Late New Bonds") for 6.875%
Bonds Due 2027 (the "2027 Bonds" and, together with the 2019 Bonds, 2021 Bonds, 2026
Bonds, 2046 Bonds, 2028 Bonds, 2036 Bonds and 2022 Bonds, the "Late Bonds"); and
7.125% Bonds Due 2117 (the "New 2117 Bonds" and, together with the Late New Bonds, the
"New Bonds") for 7.125% Bonds Due 2117 (the "2117 Bonds" and, together with the Late
Bonds, the "Bonds")
Terms of the Offers
·
The offers commence on May 18, 2018 and expire at 5:00 p.m., New
·
The Republic believes that the exchange of New Bonds for Bonds will
York City time, on June 18, 2018, unless we extend the expiration time
not be a taxable exchange for Argentine or U.S. federal income tax
and date.
purposes.
·
The Republic is offering to exchange the Bonds (as defined herein)
·
You may withdraw tenders of Bonds at any time prior to the expiration
that it sold in transactions exempt from registration under the
of the offers.
Securities Act of 1933 for registered New Bonds (as defined herein).
·
The Republic will not receive any proceeds from the offers.
·
The offers are subject to certain conditions that the Republic may
·
The Republic will pay certain expenses incidental to the offers.
waive in its discretion.
·
The Republic expects to list the Late New Bonds on the Luxembourg
·
The terms of the New Bonds are identical to the terms of the Bonds,
Stock Exchange.
except for the transfer restrictions and registration rights relating to the
Bonds.
You should read this prospectus supplement and the accompanying prospectus carefully. You should not assume that the information in this
prospectus supplement is accurate as of any date other than the date on the front of this prospectus supplement.
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The Republic is not making an offer to exchange New Bonds for Bonds in any jurisdiction where the offers are not permitted.
Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is May 18, 2018.
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TABLE OF CONTENTS
Prospectus Supplement
Defined Terms and Certain Conventions
S-iv
Enforcement of Civil Liabilities
S-vi
Summary of The Offers
S-1
The New Bonds
S-6
Use of Proceeds
S-11
The Offers
S-12
Description of the New Bonds
S-22
Taxation
S-28
Plan of Distribution
S-31
Data Dissemination
S-33
Official Statements
S-33
Validity of the Securities
S-33
Authorized Representative
S-33
General Information
S-33
Prospectus
About This Prospectus
1
Forward-Looking Statements
2
Data Dissemination
3
Preservation of Defenses
4
Enforcement of Civil Liabilities
5
Use of Proceeds
7
Description of the Securities
8
Taxation
25
Plan of Distribution
33
Official Statements
35
Validity Of The Securities
35
Authorized Representative
35
Where You Can Find More Information
36
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Each broker-dealer that receives New Bonds for its own account pursuant to the offers must acknowledge that it will
deliver a prospectus in connection with any resale of those New Bonds. However, by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). This prospectus supplement, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of New Bonds received in exchange for Bonds where those
Bonds were acquired by that broker-dealer as a result of market-making activities or other trading activities. The Republic has
agreed that, for a period of 120 days after the expiration date of the offers, broker-dealers shall be authorized to deliver (or, to
the extent permitted by law, make available) this prospectus supplement for use in connection with any resale of that sort. See
"Plan of Distribution."
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement supplements the accompanying prospectus dated October 27, 2017, relating to the Republic's
debt securities and warrants. If the information in this prospectus supplement differs from the information contained in the
accompanying prospectus, you should rely on the updated information in this prospectus supplement.
You should read this prospectus supplement along with the accompanying prospectus. Both documents contain
information you should consider when making your decision to tender the Bonds. You should rely only on the information
provided in this prospectus supplement and the accompanying prospectus. The Republic has not authorized anyone else to
provide you with different information.
The Republic is furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective
investors in connection with the offers. The Republic confirms that:
·
the information contained in this prospectus supplement and the accompanying prospectus is true and correct in all
material respects and is not misleading as of their respective dates;
·
it has not omitted facts, the omission of which makes this prospectus supplement and the accompanying prospectus
as a whole misleading; and
·
it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying
prospectus.
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DEFINED TERMS AND CERTAIN CONVENTIONS
Certain Defined Terms
All references in this prospectus supplement to the "Government" are to the non-financial sector of the federal
government of Argentina, excluding the Central Bank, Banco de la Nación Argentina and Banco de Inversión y Comercio
Exterior (Foreign Investment and Trade Bank).
Terms used but not defined in this prospectus supplement have the meanings ascribed to them in the accompanying
prospectus.
The terms set forth below have the following meanings for purposes of this prospectus supplement:
·
April Bonds, refers to the 2019 Bonds together with the 2021 Bonds, the 2026 Bonds and the 2046 Bonds issued by
the Republic in April 22, 2016.
·
Bonds, refers to the Late Bonds and 2117 Bonds.
·
Initial New April Bonds, refers to bonds issued in exchange for the April Bonds in the March Offers.
·
Initial New Bonds, refers to the Initial New April Bonds together with the Initial New January Bonds and the Initial
New July Bonds.
·
Initial New January Bonds, refers to the bonds issued in exchange for the January Bonds in the March Offers.
·
Initial New July Bonds, refers to the bonds issued in exchange for the July Bonds in the March Offers.
·
January Bonds, refers to the 2022 Bonds together with the 2027 Bonds issued by the Republic in January 26, 2017.
·
July Bonds, refers to the 2028 Bonds together with the 2036 Bonds issued by the Republic in July 6, 2016.
·
Late Bonds, refers to the April Bonds, the July Bonds and the January Bonds not tendered and/or accepted in the
March Offers.
·
Late New April Bonds, refers to the Late New 2019 Bonds together with the Late New 2020 Bonds, the Late New
2026 Bonds and the Late New 2046 Bonds to be issued in exchange for the relevant April Bonds pursuant to this
offer.
·
Late New Bonds, refers to the Late New April Bonds together with the Late New January Bonds and the Late New
July Bonds.
·
Late New January Bonds, refers to the Late New 2028 Bonds together with the Late New 2036 Bonds to be issued in
exchange for the relevant January Bonds pursuant to this offer.
·
Late New July Bonds, refers to the Late New 2022 Bonds together with the Late New 2027 Bonds to be issued in
exchange for the relevant July Bonds pursuant to this offer.
·
March Offers, refers to the offers to tender the April Bonds, the July Bonds and the January Bonds in exchange for
the Initial New April Bonds, the Initial New July Bonds and the Initial New January Bonds, respectively, which
expired on April 12, 2017 and settled on April 18, 2017.
·
New Bonds, refers to the Late New Bonds and the New 2117 Bonds.
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Preservation of Defenses
Nothing in this prospectus supplement, or in any communication from the Republic, constitutes an acknowledgment or
admission of the existence of any claim or any liability of the Republic to pay that claim or an acknowledgment that any ability
to bring proceedings in any jurisdiction in respect of such claim or any limitation period relating thereto has been revived or
reinstated, or an express or implied promise to pay any such claim (or part thereof). Whether or not a claim exists, the Republic
may in its sole discretion and only if written notice to that effect is received from a duly authorized officer of the Republic,
attribute a value to such claim for purposes of the Republic's Settlement Proposal (as defined in the 2016 Annual Report (as
defined below)) or for any other purpose. All defenses available to the Republic relating to any applicable statute of limitations
or otherwise are expressly preserved for all purposes. This prospectus supplement or the accompanying prospectus may not be
relied upon as evidence of the Republic's agreement that a claim exists, or of the Republic's willingness, ability or obligation
to pay any claim. Any attribution of any value to any claim for purposes of the Republic's Settlement Proposal or for any other
purpose will not be considered an acknowledgment of the existence or validity of that claim and any consideration given by or
on behalf of the Republic to the proponent of that claim will be consideration only for the agreement by the proponent of that
claim to cease all actions or proceedings in respect of that claim and to irrevocably assign and transfer to the Republic all
rights, if any, with respect to such claim and to undertake to complete any and all formalities or requirements necessary to
ensure that if such claim existed neither the proponent nor any successor or assignee of the proponent (other than the Republic)
is able to evidence or allege such claim to remain in existence or to be a liability of the Republic.
Delivery of Documents
We are delivering copies of this prospectus supplement and the accompanying prospectus in electronic form through the
facilities of The Depository Trust Company ("DTC"). By tendering Bonds a holder will represent, warrant and agree that it has
received this prospectus supplement and the accompanying prospectus. The Republic will make paper copies of this prospectus
supplement and the accompanying prospectus available to holders of Bonds through the agent appointed by the Republic for
the purposes of these offers. For the Late Bonds, you may also obtain paper copies of this prospectus supplement and the
accompanying prospectus by contacting the Luxembourg listing agent at its address specified on the inside back cover of this
prospectus supplement.
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ENFORCEMENT OF CIVIL LIABILITIES
The Republic is a sovereign state. Consequently, it may be difficult for investors or a trustee to obtain, or realize in the
United States or elsewhere upon, judgments against the Republic. In addition, as described below, pursuant to Argentine law,
many assets of the Republic are entitled to immunity from attachment or foreclosure, including all funds dedicated to the
payment of expenditures approved as part of the national budget.
To the fullest extent permitted by applicable law, the Republic will irrevocably submit to the exclusive jurisdiction of any
New York state or U.S. federal court sitting in the Borough of Manhattan, City of New York, and the courts of the Republic
and, in each case, any appellate court thereof (each, a "Specified Court") in any suit, action or proceeding arising out of or
relating to the New Bonds or the Republic's failure or alleged failure to perform any obligations under the New Bonds against
it or its properties, assets or revenues (a "Related Proceeding"), subject to its Reserved Right (as defined below). The Republic
will irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that it may have to Related
Proceedings brought in a Specified Court whether on the grounds of venue, residence or domicile or on the ground that the
Related Proceedings have been brought in an inconvenient forum (except for any Related Proceedings relating to the securities
laws of the United States or any state thereof).
Subject to its Reserved Right, to the extent that the Republic or any of its revenues, assets or properties are entitled, in any
jurisdiction in which any Specified Court is located, in which any Related Proceeding may at any time be brought against it or
any of its revenues, assets or properties, or in any jurisdiction in which any Specified Court is located in which any suit, action
or proceeding may at any time be brought for the purpose of enforcing or executing any judgment issued in any Related
Proceeding (the "Related Judgment"), to any immunity from suit, from the jurisdiction of any such court, from set-off, from
attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any
other legal or judicial process or remedy, and to the extent that in any such jurisdiction there shall be attributed such an
immunity, the Republic irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction,
including the United States Foreign Sovereign Immunities Act of 1976 (the "FSIA") (and consents to the giving of any relief
or the issue of any process in connection with any Related Proceeding or Related Judgment as permitted by applicable law,
including the FSIA), provided, however, that such waiver shall not extend to and the Republic shall be immune in respect of
and in relation to any suit, action or proceeding or enforcement of any Related Judgment against:
(i)
any reserves of the Banco Central de la República Argentina (the Central Bank of Argentina, or the "Central Bank");
(ii)
any property in the public domain located in the territory of the Republic, including property that falls within the
purview of Sections 234 and 235 of the Civil and Commercial Code of the Republic;
(iii) any property located in or outside the territory of the Republic that provides an essential public service;
(iv) any property (whether in the form of cash, bank deposits, securities, third party obligations or any other methods of
payment) of the Republic, its governmental agencies and other governmental entities relating to the performance of
the budget, within the purview of Sections 165 through 170 of Law No. 11,672, Ley Complementaria Permanente de
Presupuesto (t.o. 2014);
(v)
any property entitled to the privileges and immunities of the Vienna Convention on Diplomatic Relations of 1961
and the Vienna Convention on Consular Relations of 1963, including, but not limited to, property, premises and bank
accounts used by the missions of the Republic;
(vi) any property used by a diplomatic, governmental or consular mission of the Republic;
(vii) taxes, duties, levies, assessments, royalties or any other governmental charges imposed by the Republic, including
the right of the Republic to collect any such charges;
(viii) any property of a military character or under the control of a military authority or defense agency of the Republic;
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(ix) property forming part of the cultural heritage of the Republic; or
(x)
property entitled to immunity under any applicable sovereign immunity laws.
This waiver of sovereign immunity constitutes only a limited and specific waiver for the purpose of the New Bonds and
under no circumstances shall it be interpreted as a general waiver by the Republic or a waiver with respect to proceedings
unrelated to the New Bonds. The Republic reserves the right to plead sovereign immunity under the FSIA with respect to
actions brought against it under the U.S. federal securities laws and the appointment of an authorized agent does not extend to
such actions or any state securities laws (the "Reserved Right").
A judgment obtained against the Republic in a foreign court may be enforced in the courts of Argentina. Based on
existing law, the courts of Argentina will enforce such a judgment in accordance with the terms and conditions of the treaties
entered into between Argentina and the country in which the judgment was issued. In the event there are no such treaties, the
courts of Argentina will enforce the judgment if it:
·
complies with all formalities required for the enforceability thereof under the laws of the country in which it was
issued;
·
has been translated into Spanish, together with all related documents, and it satisfies the authentication requirements
of the laws of Argentina;
·
was issued by a competent court, according to Argentine principles of international law, as a consequence of a
personal action (action in personam) or a real action (action in rem) over a movable property if it has been moved to
Argentina during or after the time the trial was held before a foreign court;
·
was issued after serving due notice and giving an opportunity to the defendant to present its case;
·
is not subject to further appeal;
·
is not against Argentine public policy; and
·
is not incompatible with another judgment previously or simultaneously issued by an Argentine Court.
In a March 2014 decision, the Supreme Court of Argentina held that the enforcement of a foreign judgment granted to a
holder of Untendered Debt (as defined in the 2016 Annual Report) for payment of all amount due thereunder did not satisfy
one of the requirements set forth in the Code of Civil and Commercial Procedure of the Republic (i.e., that a foreign judgment
cannot contravene Argentine law principles of public policy). This ruling was based on the fact that enforcement as requested
by the plaintiff would imply that such plaintiff, through an individual action filed before a foreign court, could circumvent the
public debt restructuring process set forth by the Government through emergency legislation enacted in accordance with the
Argentine Constitution after the debt securities subject to the foreign judgment were issued. In addition, the Supreme Court of
Argentina held that such norms were part of Argentine public policy and, therefore, that the enforcement of a foreign
judgment, as the one sought by the plaintiff, could not be granted as it would be clearly contrary to such legislation.
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SUMMARY OF THE OFFERS
The following summary highlights information contained elsewhere in this prospectus supplement and the
accompanying prospectus. It is not complete and may not contain all of the information that you should consider before
deciding to tender your Bonds for New Bonds. The Republic encourages you to read this prospectus supplement and the
accompanying prospectus in its entirety.
The Offers
On April 22, 2016, the Republic issued U.S.$2,750,000,000 of 2019 Bonds, U.S.$4,500,000,000 of 2021 Bonds,
U.S.$6,500,000,000 of 2026 Bonds, U.S.$2,750,000,000 of 2046 Bonds (collectively, the "April Bonds"); on July 6, 2016,
the Republic issued U.S.$1,000,000,000 of 2028 Bonds and U.S.$1,750,000,000 of 2036 Bonds (collectively, the "July
Bonds"); on January 26, 2017, the Republic issued U.S.$3,250,000,000 of 2022 Bonds and U.S.$3,750,000,000 of 2027
Bonds (collectively, the "January Bonds"); and on June 28, 2017 issued U.S.$2,750,000,000 of 2117 Bonds (collectively,
the "2117 Bonds"), in transactions not subject to the registration requirements of the Securities Act and applicable state
securities laws.
The offers relate to the exchange of up to (i) U.S.$17,009,000 of the Republic's registered Late New 2019 Bonds for
an equal aggregate principal amount of 2019 Bonds; (ii) U.S.$30,682,000 of the Republic's registered Late New 2021
Bonds for an equal aggregate principal amount of 2021 Bonds; (iii) U.S.$31,880,000 of the Republic's registered Late
New 2026 Bonds for an equal aggregate principal amount of 2026 Bonds; (iv) U.S.$ 6,094,000 of the Republic's
registered Late New 2046 Bonds for an equal aggregate principal amount of 2046 Bonds; (v) U.S.$11,587,000 of the
Republic's registered Late New 2028 Bonds for an equal aggregate principal amount of 2028 Bonds; (vi) U.S.$39,270,000
of the Republic's registered Late New 2036 Bonds for an equal aggregate principal amount of 2036 Bonds;
(vii) U.S.$4,395,000 of the Republic's registered Late New 2022 Bonds for an equal aggregate principal amount of 2022
Bonds; (viii) U.S.$5,444,000 of the Republic's registered Late New 2027 Bonds for an equal aggregate principal amount
of 2027 Bonds and (ix) U.S.$2,750,000,000 of the Republic's registered New 2117 Bonds for an equal aggregate principal
amount of 2117 Bonds.
The New Bonds will be the Republic's obligation and are entitled to the benefits of the Indenture described in
"Description of the New Bonds" in this prospectus supplement and in "Description of the Securities" in the accompanying
prospectus.
The form and terms of each Late New Bond will be the same as the form and terms of the respective tendered Late
Bond, except that the respective Late New Bond, because it will have been registered under the Securities Act, will not be
subject to transfer restrictions and will, therefore, not bear legends restricting its transfer.
The form and terms of the New 2117 Bonds will be the same as the form and terms of the tendered 2117 Bonds,
respectively, except that the New 2117 Bonds, because they will have been registered under the Securities Act, will not be
subject to transfer restrictions and will, therefore, not bear legends restricting their transfer.
Holders of April Bonds and July Bonds may tender their bonds only in a principal amount of U.S.$150,000 and
integral multiples of U.S.$1,000 in excess thereof. Holders of January Bonds and 2117 Bonds may tender their bonds only
in a principal amount of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof.
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