Obligation Dominican Republic 7.5% ( US25714PAK49 ) en USD

Dominican Republic

100 % ⇌

Republique dominicaine

US25714PAK49 ( en USD )

7.5% par an ( paiement semestriel )

05/05/2021 - Obligation échue

Prospectus brochure de l'obligation Dominican Republic US25714PAK49 en USD 7.5%, échue

L'Obligation émise par Dominican Republic ( Republique dominicaine ) , en USD, avec le code ISIN US25714PAK49, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/05/2021

L I S T I N G M E M O R A N D U M

US$250,000,000
The Dominican Republic
7.500% Amortizing Bonds due 2021
___________________
We made an offer of US$250,000,000 aggregate principal amount of our 7.500% amortizing bonds due 2021, which
we refer to as the "new bonds". The new bonds were offered as additional debt securities under an indenture dated May 11,
2005, pursuant to which, on May 6, 2010, we previously issued US$750,000,000 aggregate principal amount of 7.500%
amortizing bonds due 2021 and on July 28, 2011, we previously issued US$500,000,000 aggregate principal amount of 7.500%
amortizing bonds due 2021, which we collectively refer to as the "initial bonds", and together with the new bonds as the
"bonds". The new bonds have identical terms, except for the issue date and issue price, and conditions as the initial bonds and
are fungible with the initial bonds and constitute a single series and vote as a single class of debt securities under the indenture
following expiration of the 40-day restricted period under Regulation S under the Securities Act (as defined below). The initial
bonds and the new bonds will have the same ISIN and CUSIP numbers, except that the new bonds offered and sold in
compliance with Regulation S shall be issued and maintained under temporary ISIN and CUSIP numbers during a 40-day
distribution compliance period commencing on the date of issuance of the new bonds and expiring on December 26, 2011.
After giving effect to this offering, an aggregate of US$250,000,000 of new bonds will be outstanding. Interest on the
new bonds will accrue from November 6, 2011 and will be payable semiannually on May 6 and November 6 of each year. The
first interest payment on the new bonds will be made on May 6, 2012. Payments of principal on the bonds will be made in three
equal installments on May 6, 2019, May 6, 2020 and May 6, 2021. The bonds are not redeemable prior to maturity.
The new bonds are general, direct, unconditional, unsubordinated and unsecured obligations of the Republic and rank
equally with all other existing and future unsubordinated and unsecured obligations of the Republic. The new bonds are backed
by the full faith and credit of the Republic.
The Republic has applied to list the new bonds on the Official List of the Luxembourg Stock Exchange and for trading
on the Euro MTF market of the Luxembourg Stock Exchange. This listing memorandum constitutes a prospectus for the
purpose of the Luxembourg law dated July 10, 2005 on prospectuses for securities.

Investing in the new bonds involves risks. See "Risk Factors" beginning on page 8.
___________________
The new bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the
"Securities Act", or the securities laws of any other jurisdiction. The new bonds will be offered only to qualified institutional
buyers in the United States under Rule 144A of the Securities Act and to non-U.S. persons outside the United States under
Regulation S of the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the
sellers of the new bonds may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A under the Securities Act. Outside the United States, the offering is being made in reliance on Regulation S under the
Securities Act.
___________________
Price for bonds: 103.952% plus accrued interest from November 6, 2011.
The initial purchasers expect to deliver the new bonds to purchasers on or about November 16, 2011 only in
book-entry form through the facilities of The Depository Trust Company, Euroclear and Clearstream, Luxembourg.
___________________
Citi Deutsche Bank Securities
November 16, 2011

We are responsible for the information contained in this listing memorandum. We have not authorized anyone
to give you any other information, and we take no responsibility for any other information that others may give
you. You should not assume that the information contained in this listing memorandum is accurate as of any
date other than the date on the front of this listing memorandum.
TABLE OF CONTENTS

Notice to Prospective Investors in the United States ................................................................................................... ii
Notice to New Hampshire Residents Only ................................................................................................................. iii
Notice to Prospective Investors in the United Kingdom ............................................................................................. iii
Enforceability of Civil Liabilities ............................................................................................................................... iii
Defined Terms and Conventions ................................................................................................................................. v
Forward-Looking Statements .................................................................................................................................... vii
Summary...................................................................................................................................................................... 1
The Offering ................................................................................................................................................................ 6
Risk Factors ................................................................................................................................................................. 8
Use of Proceeds ......................................................................................................................................................... 13
The Dominican Republic ........................................................................................................................................... 14
The Economy ............................................................................................................................................................. 22
Balance of Payments and Foreign Trade ................................................................................................................... 54
The Monetary System ................................................................................................................................................ 66
Public Sector Finances ............................................................................................................................................... 83
Public Sector Debt ..................................................................................................................................................... 95
Description of the New Bonds ................................................................................................................................. 109
Book-Entry Settlement and Clearance ..................................................................................................................... 119
Transfer Restrictions ................................................................................................................................................ 123
Taxation ................................................................................................................................................................... 126
Plan of Distribution ................................................................................................................................................. 129
Official Statements .................................................................................................................................................. 132
Validity of the New Bonds ...................................................................................................................................... 132
General Information ................................................................................................................................................ 132
APPENDIX -- Global Public Sector External Debt ............................................................................................... A-1

i

This listing memorandum has been prepared by the Republic solely for use in connection with the proposed
offering of the securities described in this listing memorandum. This listing memorandum does not constitute an offer
to any other person or to the public generally to subscribe for or otherwise acquire securities. You are authorized to use
this listing memorandum solely for the purpose of considering the purchase of the Republic's bonds. Each prospective
investor, by accepting delivery of this listing memorandum, agrees to the foregoing. This listing memorandum may
only be used for the purpose for which it has been published.
After having made all reasonable inquiries, the Republic confirms that:
· the information contained in this listing memorandum is true and correct in all material respects and is
not misleading as of the date of this listing memorandum;
· changes may occur in the Republic's affairs after the date of this listing memorandum;
· certain statistical, economic, financial and other information included in this listing memorandum
reflects the most recent reliable data readily available to the Republic as of the date hereof;
· the Republic holds the opinions and intentions expressed in this listing memorandum;
· the Republic has not omitted other facts the omission of which makes this listing memorandum, as a
whole, misleading in any material respect; and
· the Republic accepts responsibility for the information it has provided in this listing memorandum and
assumes responsibility for the correct reproduction of the information contained herein.
In making an investment decision, prospective investors must rely on their own examination of the Republic
and the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this listing memorandum as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
securities under applicable legal investment or similar laws or regulations.
The Republic has furnished the information in this listing memorandum. You acknowledge and agree that the
initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of such
information, and nothing contained in this listing memorandum is, or shall be relied upon as, a promise or
representation by the initial purchasers. This listing memorandum contains summaries believed to be accurate with
respect to certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made
available to prospective investors upon request to us or the initial purchasers.
The distribution of this listing memorandum and the offering and sale of the new bonds in certain
jurisdictions may be restricted by law. The Republic and the initial purchasers require persons into whose possession
this listing memorandum comes to inform themselves about and to observe any such restrictions. This listing
memorandum does not constitute an offer of, or an invitation to purchase, any of the new bonds in any jurisdiction in
which such offer or sale would be unlawful.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has
approved or disapproved of these securities or determined if this listing memorandum is truthful or complete. Any
representation to the contrary is a criminal offense.
The new bonds are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption
therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this

ii

investment for an indefinite period of time. Please refer to the sections in this listing memorandum entitled "Plan of
Distribution" and "Transfer Restrictions."
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA")
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE IMPLIES THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The new bonds may not be offered or sold to any person in the United Kingdom, other than to persons whose
ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for
the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and
will not result in an offer to the public in the United Kingdom.
______________
ENFORCEABILITY OF CIVIL LIABILITIES
The Republic is a sovereign state. Consequently, it may be difficult for investors to obtain or realize in the
United States or elsewhere upon judgments against the Republic. To the fullest extent permitted by applicable law,
including the limitation mandated by the Constitution of the Dominican Republic which submits to the courts and law
of the Dominican Republic all agreements executed between the Government and foreign entities or individuals
domiciled in the Republic, the Republic will irrevocably submit to the non-exclusive jurisdiction of any New York
state or U.S. federal court sitting in The City of New York, Borough of Manhattan, and any appellate court thereof, 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 , and the Republic will irrevocably agree that all claims in respect of any
such suit, action or proceeding may be heard and determined in such New York state or U.S. federal court. The
Republic will irrevocably waive, to the fullest extent it may effectively do so, the defense of an inconvenient forum to
the maintenance of any suit, action or proceeding and any objection to any proceeding whether on the grounds of
venue, residence or domicile. To the extent the Republic has or hereafter may acquire any sovereign or other immunity
from jurisdiction of such courts with respect to 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 (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise), the Republic
has, to the fullest extent permitted under applicable law, including the U.S. Foreign Sovereign Immunities Act of
1976, irrevocably waived such immunity in respect of any such suit, action or proceeding; provided, however, that
under the U.S. Foreign Sovereign Immunities Act of 1976, it may not be possible to enforce in the Republic a
judgment based on such a U.S. judgment, and that under the laws of the Republic, the property and revenues of the
Republic are exempt from attachment or other form of execution before or after judgment. See "Description of the
New Bonds --Governing Law" and "--Submission to Jurisdiction."
Notwithstanding the preceding paragraph, the Republic has not consented to service or waived sovereign
immunity with respect to actions brought against it under the U.S. federal securities laws or any state securities laws.
In the absence of a waiver of immunity by the Republic with respect to such actions, it would not be possible to obtain
a judgment in such an action brought in a U.S. court against the Republic unless such court were to determine that the
Republic is not entitled under the U.S. Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect

iii

to such action. Further, even if a U.S. judgment could be obtained in any such action under the U.S. Foreign Sovereign
Immunities Act of 1976, it may not be possible to enforce in the Republic a judgment based on such a U.S. judgment.
Execution upon property of the Republic located in the United States to enforce a U.S. judgment may not be possible
except under the limited circumstances specified in the U.S. Foreign Sovereign Immunities Act of 1976.

iv

DEFINED TERMS AND CONVENTIONS
Certain Defined Terms
All references in this listing memorandum to the "Republic" are to the issuer, and all references to the
"Government" or the "Central Government" are to the central government of the Dominican Republic and its
authorized representatives.
The terms set forth below have the following meanings for the purposes of this listing memorandum:
Gross domestic product, or "GDP", is a measure of the total value of final products and services produced in
a country in a specific year. Nominal GDP measures the total value of final production in current prices. Real GDP
measures the total value of final production in constant prices of a particular year, thus allowing historical GDP
comparisons that exclude the effects of inflation. In this listing memorandum, real GDP figures are based on constant
values referenced to their nominal level in 1991, the year used by the Banco Central de la República Dominicana, the
Dominican Central Bank or the "Central Bank", for purposes of maintaining real GDP statistics. GDP growth rates
and growth rates included in this listing memorandum for the various sectors of the Dominican economy are based on
real figures.
For balance of payments purposes, imports and exports are calculated based upon statistics reported to the
Republic's customs agency upon entry and departure of goods into the Dominican Republic on a free-on-board basis,
or "FOB basis", at a given point of departure.
The inflation rate provides an aggregate measure of the rate of change in the prices of goods and services in
the economy. The Republic measures the inflation rate by the percentage change between two periods in the consumer
price index, or "CPI", unless otherwise specified. The CPI is based on a basket of goods and services identified by the
Central Bank that reflects the pattern of consumption of Dominican households. The price for each good and service
that makes up the basket is weighted according to its relative importance in order to calculate the CPI. The annual
percentage change in the CPI is calculated by comparing the index as of a specific December against the index for the
immediately preceding December. The annual average percentage change in the CPI is calculated by comparing the
average index for a twelve-month period against the average index for the immediately preceding twelve-month
period. The Republic does not compile statistics to calculate a producer price index or a wholesale price index, which
are other indices often used to measure inflation.
Currency of Presentation and Exchange Rate
Unless we specify otherwise, references to "U.S. dollars," "dollars" and "US$" are to United States dollars,
and references to "pesos" and "DOP" are to Dominican pesos. Unless otherwise indicated, we have converted pesos
into dollars and dollars or any other currency into pesos for each year at the weighted average exchange rate for such
year, as used by the International Monetary Fund or the "IMF", in calculating the Republic's GDP in U.S. dollars,
using information published in the Central Bank Monthly Bulletin. This weighted average exchange rate is based on
both the Central Bank and private-market foreign exchange rates. We have done all currency conversions, including
conversions of pesos to U.S. dollars, for the convenience of the reader only and you should not construe these
conversions as a representation that the amounts in question have been, could have been or could be converted into any
particular denomination, at any particular rate or at all.
At the close of business on December 31, 2010, the DOP/U.S. dollar exchange rate for the purchase of
dollars, as reported by the Central Bank, was DOP37.42 per US$1.00. The Central Bank exchange rate is used for
transactions involving the Central Bank and the Government, particularly in connection with external debt payments
and disbursements of external loans. See "The Monetary System--Foreign Exchange and International
Reserves--Foreign Exchange."

v

Presentation of Financial and Economic Information
The Republic has presented all annual information in this listing memorandum based upon January 1 to
December 31 periods, unless otherwise indicated. Totals in some tables in this listing memorandum may differ from
the sum of the individual items in those tables due to rounding.
The Central Bank conducts a review process of the Republic's official financial and economic statistics.
Accordingly, certain financial and economic information presented in this listing memorandum may be subsequently
adjusted or revised. The Government believes that this review process is substantially similar to the practices of
industrialized nations. The Government does not expect revisions of the data contained in this listing memorandum to
be material, although we cannot assure you that material changes will not be made.

vi

FORWARD-LOOKING STATEMENTS
This listing memorandum contains forward-looking statements. Forward-looking statements are statements
that are not historical facts, and include statements about the Republic's beliefs and expectations. These statements are
based on current plans, estimates and projections, and, accordingly, you should not place undue reliance on them.
Forward-looking statements speak only as of the date they are made. The Republic undertakes no obligation to update
any of these statements in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. The Republic cannot assure you that
actual events or results will not differ materially from any forward-looking statements contained in this listing
memorandum. In particular, a number of important factors could cause actual results to differ materially from the
Republic's expectations. Such factors include, but are not limited to:
· adverse external factors, such as:
o
changes in the international prices of commodities and/or international interest rates, which could
increase the Republic's current account deficit and budgetary expenditures;
o
changes in import tariffs and exchange rates, recession or low economic growth affecting the
Republic's trading partners, all of which could lower the growth or the level of exports of the
Dominican Republic, reduce the growth or the level of income from tourism of the Dominican
Republic, reduce the growth rate or induce a contraction of the Dominican economy and, indirectly,
reduce tax revenues and other public sector revenues, adversely affecting the Republic's fiscal
accounts;
o
increased costs of crude oil resulting from increased international demand or from political or social
instability or armed conflict in oil-producing states, including Venezuela and countries in the
Middle East;
o
international financial uncertainty that reduces the Republic's ability to obtain loans to finance
planned infrastructure projects; and
o
a decline in foreign direct investment, which could adversely affect the Republic's balance of
payments, the stability of the exchange rate and the level of the Central Bank's international
reserves, and a decrease in remittances from Dominicans residing and working abroad.
· adverse domestic factors, such as lower than expected fiscal revenues, which could result in higher
domestic interest rates and an appreciation of the real exchange rate. These factors could lead to lower
economic growth, a decline in exports and income from tourism and a decrease in the Central Bank's
international reserves; and
· other adverse factors, such as climatic, geological or political events.

vii

SUMMARY
This summary highlights information contained elsewhere in this listing memorandum. It is not complete and
may not contain all of the information you should consider before purchasing the bonds. You should carefully read the
entire listing memorandum, including "Risk Factors" before purchasing the new bonds
Selected Economic Information
(in millions of US$, except as otherwise indicated)

As of, and for the year ended, December 31,

2006
2007
2008(1)
2009(1)
2010(1)
Domestic economy

GDP (at current prices) .........................................................35,897
41,228
45,718
46,712
51,658
GDP (in millions of DOP, at current prices) .....................
1 .
, .189,802
1,364,210
1,576,163
1,678,763
1,901,897
Real GDP (in millions of DOP, in constant 1991
pesos) ................................................................................290,015
314,593
331,127
342,564
369,117
Real GDP growth rate(2) .......................................................
10.7%
8.5%
5.3%
3.5%
7.8%
Consumer price index (annual rate of change) ...................
5.0%
8.9%
4.5%
5.8%
6.2%
Unemployment rate(3) ...........................................................
16.2%
15.6%
14.1%
14.9%
14.3%
Open unemployment rate(4) ..................................................
4.9%
4.5%
4.2%
4.8%
4.5%
Exchange rate (weighted end of period, in
DOP) .................................................................................
33.08
33.52
35.24
36.10
37.31

Balance of payments(5)

Total current account(5) ......................................................... (1,287)
(2,166)
(4,519)
(2,331)
(4,435)
Of which:

Trade balance ............................................................... (5,564)
(6,437)
(9,245)
(6,813)
(8,701)
Income from tourism ................................................... 3,917
4,064
4,166
4,049
4,210
Workers' remittances .................................................. 2,738
3,046
3,222
3,042
2,994

Total capital and financial account(5) ................................
1,605
2,381
4,209
2,866
4,489
Of which:

Foreign direct investment ........................................... 1,085
1,667
2,870
2,165
1,626
Errors and omissions(6) .........................................................
(123)
412
(16)
(129)
4
Overall balance of payments, excluding impact of
gold valuation adjustment(7) ............................................
194
627
(326)
406
58
Change in Central Bank gross international
reserves (period end) ........................................................
322
695
(284)
645
459
Central Bank net international reserves (period
end) ................................................................................... 1,788
2,395
2,165
2,852
3,343

Public sector balance

Central government revenue(8) ............................................. 5,824
7,256
7,236
6,400
7,040
As a % of GDP ................................................................
16.2%
17.6%
15.8%
13.7%
13.6%
Central government expenditure(9) ................................
6,259
7,174
8,689
8,018
8,217
As a % of GDP ................................................................
17.4%
17.4%
19.0%
17.2%
15.8%
Central government balance .................................................
(435)
41
(1,456)
(1,618)
(1,305)
As a % of GDP ................................................................
(1.2)%
0.1%
(3.2)%
(3.5)%
(2.5)%
Overall non-financial public sector balance(10) ..................
(325)
41
(1,504)
(1444)
(1,500)
As a % of GDP ................................................................
(0.9)%
0.1%
(3.3)%
(3.1)%
(2.9)%

Public sector debt(11)

Public sector external debt(12) ............................................... 7,285
7,595
8,173
9,376
11,058
As a % of GDP(2) ..............................................................
20.3%
18.4%
17.9%
20.1%
21.4%
Public sector domestic debt(13) ............................................. 5,736
6,106
7,163
8,061
8,466
As a % of GDP ................................................................
16.0%
14.8%
15.7%
17.3%
16.4%
Total public sector debt ........................................................13,021
13,701
15,336
17,437
19,524
As a % of GDP ................................................................
36.3%
33.2%
33.6%
37.4%
37.8%

Public sector external debt service:

Amortizations ................................................................
1,017
981
1,496
908
940
Interest payments .............................................................
395
428
376
323
333
Total external debt service ................................
1,412
1,409
1,872
1,231
1,273
As a % of exports of goods and services ........................
21.4%
19.7%
27.7%
22.5%
19.3%

(footnotes on next page)

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(1)
Preliminary data.
(2)
Percentage change from previous year.
(3)
Refers to population at or above the legal working age that is not employed and is willing to work (even if not actively seeking work), as a percentage of the total
labor force.
(4)
Refers to population at or above the legal working age that is not employed and is actively seeking work, as a percentage of the total labor force.
(5)
Revised data for 2006-2008 and preliminary data for 2009 and 2010.
(6)
Represents errors and omissions in compiling balance of payment accounts based on double-entry accounting resulting from incomplete or overlapping coverage,
different prices and incomplete times of recording and conversion practices.
(7)
As presented in the above table, gold reserves have been valued at their corresponding market prices as of December 31 of each year.
(8)
Includes total revenue and foreign cash or in-kind transfers to support public sector expenditures.
(9)
Includes unidentified expenditures that consist of non-cash items, such as food, clothing and other items received by the Government as aid. Also includes
expenditures made in periods different from the current period and that were not currently registered.
(10) The non-financial public sector includes the Central Government and non-financial public sector institutions (such as state-owned enterprises and other
decentralized government-owned institutions).
(11) Consolidated public sector debt. Excludes debt owed by Banco de Reservas to foreign creditors.
(12) External debt is defined as all public sector debt issued in foreign countries and under the jurisdiction of a foreign court, independent of the holder's nationality.
(13) Net of Central Government liabilities held by the Central Bank.
Sources: Central Bank, Ministry of Finance and IMF

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