Obligation Brazilia 5% ( US105756BW95 ) en USD

Brazilia

82.07 % ▼

Bresil

US105756BW95 ( en USD )

5% par an ( paiement semestriel )

27/01/2045

Prospectus brochure de l'obligation Brazil US105756BW95 en USD 5%, échéance 27/01/2045

105756BW9

27/01/2026 ( Dans 86 jours )

Le Brésil est un pays d'Amérique du Sud, le plus grand et le plus peuplé du continent, possédant une grande diversité biologique et culturelle.

L'Obligation émise par Brazilia ( Bresil ) , en USD, avec le code ISIN US105756BW95, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/01/2045

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181500
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 1, 2012)
U.S.$3,550,000,000
Federative Republic of Brazil
5.000% Global Bonds due 2045
Brazil will pay interest on the global bonds on January 27 and July 27 of each year, commencing on January 27,
2015. The global bonds will mature on January 27, 2045.
Brazil may redeem the global bonds before maturity, at par plus the Make-Whole Amount and accrued interest, as
described in the section entitled "Description of the Global Bonds--Optional Redemption" in this prospectus supplement.
The global bonds will not be entitled to the benefit of any sinking fund.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions regarding
acceleration and future modifications to their terms that differ from those applicable to Brazil's outstanding public
external indebtedness issued prior to April 28, 2003. Under these provisions, which are described in the sections entitled
"Description of the Global Bonds--Default; Acceleration of Maturity" and "--Amendments and Waivers" in this
prospectus supplement and "Collective Action Securities" in the accompanying prospectus, Brazil may amend the
payment provisions of the global bonds and certain other terms with the consent of the holders of 75% of the aggregate
principal amount of the outstanding global bonds.
Application will be made to list the global bonds on the Luxembourg Stock Exchange and to have the global bonds
trade on the Euro MTF Market.
See "Risk Factors" beginning on page S-7 to read about certain risk factors you should
consider before investing in the global bonds.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved
of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Per Global Bond
Total
Public offering price(1)
97.992% U.S.$3,478,716,000
Underwriting discount
0.15%
U.S.$
5,325,000
Proceeds, before expenses, to
Brazil(1)
97.842% U.S.$3,473,391,000
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(1) Plus accrued interest, if any, from August 1, 2014, the date Brazil expects to deliver the global bonds offered by this
prospectus supplement.
The global bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust
Company, or DTC; Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg
("Clearstream, Luxembourg") against payment on or about August 1, 2014.
Joint Lead Managers and Joint Bookrunners
BofA Merrill Lynch
Deutsche Bank Securities
Itaú BBA
The date of this prospectus supplement is July 23, 2014.
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Table of Contents
Brazil has provided only the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. Brazil has not authorized anyone to provide you with different
information. Brazil is not making an offer of these securities in any state where the offer is not permitted.
This prospectus supplement can only be used for the purposes for which it has been published.
TABLE OF CONTENTS
Prospectus Supplement
Page
Summary
S-2
Risk Factors
S-7
Table of References
S-9
About this Prospectus Supplement
S-10
Forward-Looking Statements
S-12
Use of Proceeds
S-13
Recent Developments
S-14
Description of the Global Bonds
S-20
Global Clearance and Settlement
S-27
Taxation
S-31
Underwriting
S-36
Validity of the Global Bonds
S-41
Official Statements and Documents
S-41
General Information
S-42
Prospectus
Where You Can Find More Information
1
Data Dissemination
1
Use of Proceeds
1
Debt Securities
1
Collective Action Securities
10
Warrants
12
Governing Law
13
Arbitration and Enforceability
13
Plan of Distribution
15
Validity of the Securities
16
Official Statements
16
Authorized Representative
16
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Table of Contents
SUMMARY
This 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 investing in
the global bonds. You should read this entire prospectus supplement and the accompanying prospectus carefully.
The Issuer
Overview
Brazil is the fifth largest country in the world and occupies nearly half the land area of South America. Brazil
shares a border with every country in South America except Chile and Ecuador. The capital of Brazil is Brasília, and
the official language is Portuguese. On December 31, 2012, Brazil's estimated population was 196.5 million.
Brazil is a federative republic with broad powers granted to the Federal Government. Brazil is officially divided
into five regions consisting of 26 states and the Federal District, where Brasília is located.
Government
The federal Constitution provides for three independent branches of government: an executive branch headed by
the President; a legislative branch consisting of the bicameral National Congress; and a judicial branch consisting of
the Federal Supreme Court and lower federal and state courts.
Under the Constitution, the President is elected by direct vote for a four year term and is eligible to be re-elected
for a second four year term. The President's powers include the right to appoint ministers and key executives in
selected administrative posts. On October 31, 2010, the Workers' Party (PT) candidate, Dilma Vana Rousseff, was
elected Brazil's first female President. She took office on January 1, 2011, replacing the outgoing president, Luiz
Inácio Lula da Silva.
The legislative branch of government consists of a bicameral National Congress composed of the Senate and the
Chamber of Deputies. The Senate has 81 senators, elected for staggered eight year terms, and the Chamber of Deputies
has 513 deputies, elected for concurrent four year terms. Each state and the Federal District is entitled to three
senators. The number of deputies is based on a proportional representation system weighted in favor of the less
populated states which, as the population increases in the larger states, assures the smaller states an important role in
the National Congress. During the last general election, which took place on October 3, 2010, 513 deputies and 54 of
81 senators were elected. These officials took office on February 1, 2011.
Judicial power is exercised by the Federal Supreme Court (composed of 11 Justices), the Superior Court of Justice
(composed of 33 Justices), the Federal Regional Courts (appeals courts), military courts, labor courts, electoral courts
and the several lower federal courts and state courts, both appellate and first instance courts. The Federal Supreme
Court, whose members are appointed by the President for life (with mandatory retirement at 70 years of age), has
ultimate appellate jurisdiction over decisions rendered by lower federal and state courts on Constitutional matters.
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Table of Contents
SELECTED BRAZILIAN ECONOMIC INDICATORS
2009
2010
2011
2012
2013
The Economy
Gross Domestic Product:
(in billions of current
Brazilian reais)
R$
3,239.40
R$
3,770.08
R$
4,143.01
R$
4,392.09
R$
4,837.95
(at current prices in
U.S.$ billions)(1)
U.S.$ 1,625.6
U.S.$ 2,143.9
U.S.$ 2,475.1
U.S.$ 2,247.3
U.S.$ 2,239.9
Real GDP Growth
(decline)(2)
(0.3)% 7.5% 2.7% 1.0% 2.3%
Population (millions)
191.5
193.3
194.9
196.5
201.0
GDP Per Capita(3)
U.S.$8,489.82
U.S.$11,093.88
U.S.$12,696.10
U.S.$11,435.04
U.S.$11,141.95
Unemployment
Rate(4)
6.8% 5.3% 4.7% 4.6% 4.3%
IPCA (rate of change) (5)
4.3%
5.9%
6.5%
5.8%
5.9%
IGP-DI (rate of change)(6)
(1.4)%
11.3%
5.0%
8.1%
5.5%
Nominal Devaluation Rate
(7)
(25.5)% (4.3)% 12.6% 8.9% 14.6%
Domestic Real Interest
Rate(8)
5.38% 3.66% 4.80% 2.50% 2.17%
Balance of Payments (in
U.S.$ billions)
Exports
153.0
201.9
256.0
242.6
242.2
Imports
(127.7) (181.8) (226.2) (223.2) (239.6)
Current
Account
(24.3) (47.3) (52.5) (54.2) (81.4)
Capital and Financial
Account (net)
71.3
99.9
112.4
70.2
75.4
Overall Balance (Change
in Reserves)
46.7
49.1
58.6
18.9
(5.9)
Total Official Reserves
238.5
288.6
352.0
378.61
375.79
Public Finance (% of
GDP)
Central Government
Primary
Balance(9)
1.3% 2.1% 2.3% 2.0% 1.6%
Consolidated Public Sector
Primary Balance (10)
2.0%
2.7%
3.1%
2.4%
1.9%
Federal Public Debt (in
R$ billions)
Domestic Federal Public
Debt (DFPD or DPMFi)
R$
1,398.42
R$
1,603.94
R$
1,783.06
R$
1,916.71
R$
2,028.13
External Federal Public
Debt (EFPD or DPFe)
R$
98.97
R$
90.10
R$
83.29
R$
91.28
R$
94.68
Federal Public Debt as %
of Nominal GDP
46.2%
44.9%
45.0%
45.6%
43.9%
Total Federal Public
Debt (in R$ billions)
(11)
R$
1,497.39
R$
1,694.00
R$
1,866.35
R$
2,007.98
R$
2,122.81
General Government
Gross Debt (GGGD or
DBGG) (in R$ billions)
(12) R$
1,973.42
R$
2,011.52
R$
2,243.60
R$
2.583.95
R$
2,748.00
DBGG as % of GDP
60.9%
53.4%
54.2%
58.7%
57.2%
Public Sector Net Debt
(NPSD or DLSP) (in
R$ billions)(13)(14) R$
1,362.71
R$
1,475.82
R$
1,508.55
R$
1,550.08
R$
1,626.33
DLSP as % of GDP
42.1%
39.2%
36.4%
35.2%
33.8%
(1) Converted into U.S. dollars based on the weighted average exchange rate for each year.
(2) Calculated based upon current Brazilian reais.
(3) Not adjusted for purchasing power parity.
(4) Unemployment in the metropolitan areas of Rio de Janeiro, São Paulo, Belo Horizonte, Porto Alegre, Salvador and Recife at the end of the
relevant period.
(5) The Extended National Consumer Price Index (Índice de Preços ao Consumidor Amplo or "IPCA") as reported by the National Bureau of
Geography and Statistics (Fundação Instituto Brasileiro de Geografia e Estatística or "IBGE").
(6) The General Price Index-Domestic Supply (Índice Geral de Preços-Disponibilidade Interna or "IGP-DI") is one indicator of inflation. While
many inflation indicators are used in Brazil, the IGP-DI, calculated by the Getúlio Vargas Foundation, an independent research organization, is
one of the most widely utilized indices.
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(7) Year-over-year percentage appreciation of the U.S. dollar against the Brazilian real (sell side).
(8) Brazilian federal treasury securities deflated by the IPCA and adjusted at each month-end to denote real annual yield.
(9) The Central Government consists of the National Treasury Secretariat, the Social Security System ("RGPS") and the Central Bank. The
Consolidated Public Sector consists of the Central Government, states, municipalities and public enterprises, except Petrobras and Eletrobras.
(10) Primary results represent Federal Government revenues less Federal Government expenditures, excluding interest expenditures on public debt.
(11) Total Federal Public Debt announced by the National Treasury Secretariat.
(12) The General Government Gross Debt ("GGGD") pertains to that of the federal, state and municipal governments, both with the private sector
and the public financial sector. However, debts that are the responsibility of state-owned companies (at the three levels of government) are not
covered by the GGGD category. Although the Central Bank is not an entity whose liabilities figure in this indicator, its open-market operations
committed to the financial sector are classified as general government debt.
(13) The Net Public Sector Debt ("NPSD") refers to the total obligations of the non-financial public sector deducted from its financial assets held by
non-financial private agents as well as public and private financial agents. For Brazil, unlike for many other countries, net debt includes Central
Bank assets and liabilities including, among other items, international reserves (assets) and the monetary base (liabilities).
(14) NPSD is the main indebtedness indicator used by the Federal Government when making economic policy decisions and, as compared to
GGGD, more adequately reflects the dynamics of public liabilities and the Federal Government's fiscal efforts, which are shown by the
consolidated primary balance at all levels. For example, in its fiscal reports, the Federal Government generally focuses on the NPSD/GDP ratio,
and includes in its Budgetary Guidelines Law ("LDO") an annual estimate of this indicator's evolution for the current year and three subsequent
years, based on its expectations about real interest rates, economic growth and primary surplus targets for the whole public sector.
Sources:IBGE; Getúlio Vargas Foundation; Central Bank; National Treasury Secretariat; IPEA
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Table of Contents
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed
information appearing elsewhere in this prospectus supplement and the accompanying prospectus.
The Global Bonds
Issuer
Federative Republic of Brazil
Title of Security
5.000% Global Bonds due 2045
Aggregate Principal Amount
U.S.$3,550,000,000.
Maturity Date
January 27, 2045.
Interest Rate
5.000% per annum, computed on the basis of a 360-day
year of twelve 30-day months.
Interest Payment Dates
January 27 and July 27 of each year, starting
January 27, 2015.
Price to Public
97.992% of the principal amount, plus accrued interest,
if any, from August 1, 2014.
Form
Brazil will issue the global bonds in the form of one or
more book-entry securities in fully registered form,
without coupons. Brazil will not issue the global bonds
in bearer form.
Denominations
Brazil will issue the global bonds only in
denominations of U.S.$200,000 and integral multiples
of U.S.$1,000 in excess thereof.
Payment of Principal and Interest
Principal and interest on the global bonds will be
payable in U.S. dollars or other legal tender, coin or
currency of the United States of America.
Status
The global bonds will rank equal in right of payment
with all of Brazil's existing and future unsecured and
unsubordinated external indebtedness.
Optional Redemption
The global bonds will be subject to redemption at the
option of Brazil before maturity, at par plus the Make-
Whole Amount. See "Description of the Global
Bonds--Optional Redemption" in this prospectus
supplement. The global bonds will not be entitled to the
benefit of any sinking fund.
Negative Pledge
The global bonds will contain certain covenants,
including restrictions on the incurrence of certain liens.
Default
The global bonds will contain events of default, the
occurrence of which may result in the acceleration of
Brazil's obligations under the global bonds prior to
maturity upon notice by holders of at least 25% of the
aggregate principal amount of the outstanding global
bonds.
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Table of Contents
Collective Action Clauses
The global bonds will be designated Collective Action
Securities and, as such, will contain provisions
regarding acceleration and voting on amendments,
modifications, changes and waivers that differ from
those applicable to Brazil's outstanding public external
indebtedness issued prior to April 28, 2003 and
described in the accompanying prospectus. The
provisions described in this prospectus supplement will
govern the global bonds. These provisions are
commonly referred to as "collective action clauses".
These provisions are described in the sections entitled
"Description of the Global Bonds--Default;
Acceleration of Maturity" and "--Amendments and
Waivers" in this prospectus supplement and "Collective
Action Securities" in the accompanying prospectus.
Listing and Admission to Trading
Application will be made to list the global bonds on the
Luxembourg Stock Exchange and to have the global
bonds trade on the Euro MTF Market.
Fiscal Agent
The global bonds will be issued pursuant to a fiscal
agency agreement, dated as of November 1, 1996, as
amended by Amendment No. 1 thereto, dated as of
April 28, 2003, Amendment No. 2 thereto, dated as of
March 30, 2004, Amendment No. 3 thereto, dated as of
June 28, 2004, and Amendment No. 4 thereto, dated as
of August 31, 2011 (as amended, the "fiscal agency
agreement"), between Brazil and The Bank of New
York Mellon (successor-in-interest to JPMorgan Chase
Bank, N.A.), as fiscal agent, paying agent, transfer
agent and registrar.
Taxation
For a discussion of the Brazilian and United States tax
consequences associated with the global bonds, see
"Taxation--Brazilian Taxation" and "--United States
Federal Income Taxation" in this prospectus
supplement and "Debt Securities--Tax Withholding;
Payment of Additional Amounts" in the accompanying
prospectus. Investors should consult their own tax
advisors in determining the non-United States, United
States federal, state, local and any other tax
consequences to them of the purchase, ownership and
disposition of the global bonds.
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Table of Contents
Further Issues
From time to time, without the consent of holders of the
global bonds, and subject to the required approvals
under Brazilian law, Brazil may create and issue
additional debt securities with the same terms and
conditions as those of the global bonds (or the same
except for the amount of the first interest payment and
the issue price), provided that such additional debt
securities do not have, for purposes of U.S. federal
income taxation (regardless of whether any holders of
such debt securities are subject to the U.S. federal tax
laws), a greater amount of original issue discount than
the global bonds have as of the date of issuance of such
additional debt securities. See "Description of the
Global Bonds --Further Issues of the Global Bonds" in
this prospectus supplement.
Governing Law
The global bonds will be governed by the laws of the
State of New York, except with respect to the
authorization and execution of the global bonds, which
will be governed by the laws of the Federative Republic
of Brazil.
Arbitration Clause
The global bonds will be designated Arbitration Clause
A Securities and as such will contain an agreement on
the part of Brazil, the fiscal agent and the holders of the
global bonds to arbitrate, without limitation, any
dispute, controversy or claim arising out of or relating
to the fiscal agency agreement or the global bonds,
unless the holder elects to bring a claim in a competent
court in Brazil, as may be permitted by the terms of the
global bonds. In arbitration proceedings, Brazil will not
raise any defense that it could not raise but for the fact
that it is a sovereign state. Brazil will not waive and
expressly reserves any right to sovereign immunity
from any legal process to which it may be entitled in
jurisdictions other than Brazil with respect to the
enforcement of any award rendered by an arbitral
tribunal constituted under the terms of the securities.
The provisions described in more detail in the section
entitled "Arbitration and Enforceability" in the
accompanying prospectus.
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RISK FACTORS
This section describes certain risks associated with investing in the global bonds. You should consult your financial
and legal advisors about the risk of investing in the global bonds. Brazil disclaims any responsibility for advising you on
these matters.
The information in this section is directed to investors who are U.S. residents and does not address risks for investors
who are not U.S. residents. We disclaim any responsibility to advise prospective purchasers who are residents of countries
other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of the
global bonds. If you are not a U.S. resident, you should consult your own financial and legal advisors.
Risk Factors Relating to the Global Bonds
The price at which the global bonds will trade in the secondary market is uncertain.
Brazil has been advised by the underwriters that they intend to make a market in the global bonds but are not
obligated to do so and may discontinue market making at any time without notice. Application will be made to list the
global bonds on the Luxembourg Stock Exchange and to have the global bonds admitted to trading on the Euro MTF
Market. We cannot assure you as to the liquidity of the trading market for the global bonds. The price at which the global
bonds will trade in the secondary market is uncertain.
The global bonds will contain provisions that permit Brazil to amend the payment terms without the consent of all
holders.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions regarding
acceleration and voting on future amendments, modifications, changes and waivers, which are commonly referred to as
"collective action clauses." Under these provisions, certain key provisions of the global bonds may be amended, including
the maturity date, interest rate and other payment terms, with the consent of the holders of 75% of the aggregate principal
amount of the outstanding global bonds. See "Description of the Global Bonds--Default; Acceleration of Maturity" and
"--Amendments and Waivers" in this prospectus supplement and "Collective Action Securities" in the accompanying
prospectus.
Risk Factors Relating to Brazil
Brazil is a foreign state and accordingly it may be difficult to obtain or enforce judgments or arbitral awards against
it.
Brazil has agreed to arbitrate in New York any dispute, controversy or claim arising out of or related to the fiscal
agency agreement, the global bonds or any coupon appertaining thereto. However, Brazil is a foreign state and has not
waived any immunity or submitted to the jurisdiction of any court outside Brazil. As a result, an arbitration proceeding in
New York is the exclusive forum in which a holder may assert a claim against Brazil, unless the holder elects to bring a
claim in a competent court in Brazil, as may be permitted by the terms of the global bonds. In addition, it may not be
possible for investors to effect service of process upon Brazil within their own jurisdiction, obtain jurisdiction over Brazil
in their own jurisdiction or enforce against Brazil judgments or arbitral awards obtained in their own jurisdiction. See
"Arbitration and Enforceability" in the accompanying prospectus.
Brazil's economy remains vulnerable to external shocks, including those relative to or similar to the global economic
crisis that began in 2008 and other shocks that could be caused by future significant economic difficulties of its major
regional trading partners or by more general "contagion" effects, each of which could have a material adverse effect on
Brazil's economic growth and its ability to service its public debt.
S-7
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