Obligation Uruguay 8.5% ( USP80557BV53 ) en UYU

Uruguay

100 % ▲

Uruguay

USP80557BV53 ( en UYU )

8.5% par an ( paiement semestriel )

14/03/2028

Prospectus brochure de l'obligation Uruguay USP80557BV53 en UYU 8.5%, échéance 14/03/2028

1 000 UYU

31 603 000 000 UYU

P80557BV5

15/09/2025 ( Dans 143 jours )

L'Uruguay est une république parlementaire d'Amérique du Sud, connue pour son économie stable, son système démocratique robuste et sa culture riche influencée par l'Europe et l'Amérique latine.

L'obligation uruguayenne (ISIN : USP80557BV53, CUSIP : P80557BV5) d'un montant total de 31 603 000 000 UYU, émise par l'Uruguay et échéant le 14 mars 2028, affiche actuellement un prix de marché de 100% avec un taux d'intérêt de 8,5%, payable deux fois par an, et une taille minimale d'achat de 1000 UYU.

LISTING MEMORANDUM

República Oriental del Uruguay

Ps. 31,603,000,000 8.500% Bonds due March 2028
Payable in United States dollars
The Republic of Uruguay ("Uruguay") issued its Ps. 31,603,000,000 8.500% Bonds due March 2028 (the "Bonds") under an indenture
dated as of October 27, 2015 (the "Indenture"). Interest on the Bonds will be payable on March 15 and September 15 of each year, commencing
on March 15, 2018. The Bonds will mature and pay principal on March 15, 2028. Principal and interest on the Bonds will be converted from
Uruguayan pesos into and paid in United States dollars at the Average Transfer Exchange Rate (as defined below).
The Bonds constitute direct, general, unconditional and unsubordinated foreign debt (as defined below) of Uruguay for which the full faith
and credit of Uruguay is pledged and do not have the benefit of any separate undertaking of other governmental entities (including Banco Central
del Uruguay). The Bonds rank and will rank equal without any preferences among themselves and equally with all other unsubordinated foreign
debt of Uruguay. It is understood that this provision will not be construed so as to require Uruguay to make payments under the Bonds ratably
with payments being made under any other foreign debt.
The Bonds contain "collective action clauses" under which Uruguay may amend certain key terms of the Bonds, including the maturity
date, interest rate and other terms, with the consent of less than all of the holder of the Bonds. See "Description of the Bonds--Meetings,
Amendments and Waivers--Collective Action" in the accompanying Prospectus.
The information set forth in this offering memorandum must be read together with the information contained in the 2016 Annual Report (as
defined below), as amended by Amendment No. 1 (as defined below) and Amendment No. 2 (as defined below), and the accompanying
Prospectus.
Investing in the Bonds involves risks. See "Risk Factors" beginning on page 6.
________________________
The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any other jurisdiction. The Bonds were offered only to qualified institutional buyers in the United States in reliance on
Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. See
"Transfer Restrictions."
Application has been made to list the Bonds on the Luxembourg Stock Exchange and to have the Bonds admitted to trading on the Euro
MTF Market of the Luxembourg Stock Exchange.
Per Bond in
Total Gross
Total Gross

Per Bond
Per Bond in Ps.
U.S. dollars(1)
Proceeds in Ps.
Proceeds in U.S.$(1)
Issue Price(2)
99.148%
Ps. 991.48
U.S.$ 34.510
Ps. 31,333,742,440
U.S.$1,090,628,000
__________
(1) Payment of the offering price in U.S. dollars was made at an exchange rate of Ps. 28.730 per U.S.$1.00.
(2) Plus accrued interest, if any, from September 15, 2017.
The Bonds were delivered to investors in book-entry form through the facilities of The Depository Trust Company ("DTC"), for the
accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System and
Clearstream Banking, société anonyme on September 15, 2017.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July
10, 2005, as amended
Joint Bookrunners
Deutsche Bank Securities
HSBC
Santander

The date of this offering memorandum is September 18, 2017.

TABLE OF CONTENTS
Page
About This Offering Memorandum .............................................................................................................................. ii
Incorporation By Reference ..........................................................................................................................................iv
Enforcement Of Civil Liabilities ................................................................................................................................... v
Scheduled Data Dissemination .....................................................................................................................................vi
Defined Terms and Conventions ..................................................................................................................................vi
Forward-Looking Statements .................................................................................................................................... viii
The Offering .................................................................................................................................................................. 1
Recent Developments and Investment Considerations .................................................................................................. 3
Risk Factors ................................................................................................................................................................... 6
Table of References ....................................................................................................................................................... 9
Use of Proceeds ........................................................................................................................................................... 10
Description of the Bonds ............................................................................................................................................. 11
Payment of Principal and Interest ................................................................................................................................ 12
Clearance and Settlement ............................................................................................................................................ 16
Taxation ....................................................................................................................................................................... 20
Transfer Restrictions .................................................................................................................................................... 23
Plan of Distribution ..................................................................................................................................................... 28
Official Statements ...................................................................................................................................................... 30
Validity of the Bonds ................................................................................................................................................... 30
General Information .................................................................................................................................................... 31
Annex A Prospectus
A-I

i

ABOUT THIS OFFERING MEMORANDUM
This offering memorandum must be read together with the information contained in the 2016 Annual
Report, as amended by Amendment No. 1 and Amendment No. 2, which is incorporated by reference herein and the
accompanying Prospectus. The accompanying Prospectus provides you with a general description of debt securities
that Uruguay may offer and the 2016 Annual Report, as amended, contains information regarding Uruguay. This
offering memorandum contains specific information about the terms of the Bonds and may add or change
information provided in the accompanying Prospectus. If any information in this offering memorandum differs from
the accompanying Prospectus or the 2016 Annual Report, as amended, you should rely on the information in this
offering memorandum. You can inspect the 2016 Annual Report, as amended, at the office of the SEC listed in this
offering memorandum under "General Information--Where You Can Find More Information."
You should rely only on the information contained in this offering memorandum, the documents
incorporated by reference herein and the accompanying Prospectus. Uruguay has not authorized anyone to provide
you with different information. None of Uruguay or the Initial Purchasers is making an offer of the Bonds in any
jurisdiction where the offer is not permitted. You should not assume that the information contained in this offering
memorandum is accurate as of any date other than the date on the front of this offering memorandum.
This offering memorandum does not constitute an offer of, or an invitation by or on behalf of Uruguay to
subscribe for or purchase, any of the Bonds in any jurisdiction where it is not lawful to do so. The distribution of
this offering memorandum and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons
into whose possession this offering memorandum comes are required by Uruguay and the Initial Purchasers, as
defined below in "Plan of Distribution," to inform themselves about and to observe any such restrictions. For a
description of certain further restrictions on offers and sales of the Bonds and distribution of this offering
memorandum, see "Plan of Distribution" and "Transfer Restrictions."
This offering is made in the United States and elsewhere outside Uruguay solely on the basis of the
information contained in this offering memorandum.
Neither the SEC, any state securities commission, nor any other U.S. regulatory authority, has approved or
disapproved the Bonds nor have any of the foregoing authorities passed upon or endorsed the merits of this offering
memorandum. Any representation to the contrary is a criminal offense.
This offering memorandum has been prepared by Uruguay solely for use in connection with the proposed
offering of the Bonds. This offering memorandum is personal to each offeree and does not constitute an offer to any
other person or to the public generally to subscribe for or otherwise acquire the Bonds. Distribution of this offering
memorandum to any person other than the offeree and any person retained to advise such offeree with respect to its
purchase is unauthorized, and any disclosure of any of its contents, without the prior written consent of Uruguay, is
prohibited.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or the
completeness of the information contained in this offering memorandum. Nothing in this offering memorandum is,
or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or future. Uruguay has
furnished and accepts responsibility for the information contained in this offering memorandum. To the best of the
knowledge and belief of Uruguay (who has taken all reasonable care to ensure that such is the case), the information
contained in this offering memorandum is in accordance with the facts and does not omit anything likely to affect
the import of such information.
No person has been authorized to give any information or to make any representations other than those
contained in this offering memorandum; if given or made, such information or representations must not be relied
upon as having been authorized. This offering memorandum does not constitute an offer to sell or the solicitation of
an offer to buy any securities other than the Bonds to which it relates, or any offer to sell or the solicitation of an
offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery
of this offering memorandum nor any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Uruguay since the date hereof or that the information contained herein
is correct as of any time subsequent to its date.

ii

In making an investment decision, prospective investors must rely on their own examination of Uruguay
and the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this offering 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 Bonds under applicable legal investment or similar laws or regulations. Investors should be aware that they may
be required to bear the financial risks of this investment for an indefinite period of time.
This offering 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 references.

iii

INCORPORATION BY REFERENCE
The following documents, which Uruguay has filed with the SEC, are considered part of and incorporated
by reference in this offering memorandum with the exception of documents incorporated therein:
Uruguay's annual report on Form 18-K for the year ended December 31, 2016, filed with the SEC
on May 24, 2017 (File No. 333-07128) (the "2016 Annual Report");
Uruguay's amendment No. 1 to Form 18-K, filed with the SEC on June 12, 2017 ("Amendment
No. 1"), which includes recent developments as of May 31, 2017;
Uruguay's amendment No. 2 to Form 18-K, filed with the SEC on September 6, 2017
("Amendment No. 2"), which includes recent developments as of September 5, 2017; and
each subsequent report on Form 18-K and any amendment on Form 18-K/A filed after September
7 and prior to the closing date.
The Bonds offered hereby are not being and will not be registered with the SEC. Nothing included in the
accompanying Prospectus should be read to infer that these Bonds will be registered.
Any statement contained in any document incorporated by reference into this offering memorandum, shall
be considered to be modified or superseded for purposes of this offering memorandum to the extent that a statement
contained in this offering memorandum or the other report incorporated by reference herein modifies or supersedes
such statement. Any statement that is modified or superseded shall not, except as so modified or superseded,
constitute a part of this offering memorandum.
We have included in this offering memorandum Uruguay's prospectus filed with the SEC on October 19,
2015 (File No. 333-189896) pursuant to Rule 424(b)(2) (the "Prospectus"), as Annex A.
Any person receiving a copy of this offering memorandum may obtain, without charge and upon request, a
copy of any of the above documents (including only the exhibits that are specifically incorporated by reference in
them). Requests for such documents should be directed to:
República Oriental del Uruguay
c/o Ministry of Economy and Finance
Colonia 1089 Third Floor
11.100 Montevideo
República Oriental del Uruguay
Fax No: +598-2-1712-2688
Tel. No: +598-2-1712-2785
Email: [email protected]
Attention: Debt Management Unit

iv

ENFORCEMENT OF CIVIL LIABILITIES
A judgment obtained against Uruguay in a foreign court can be enforced in the courts of Uruguay, if such
judgment is ratified by the Uruguayan Supreme Court. Based on existing law, the Uruguayan Supreme Court will
ratify such a judgment:
(a) if there exists a treaty with the country where such judgment was issued (no such treaty exists at the
present time between Uruguay and the United States); or
(b) if such judgment:
complies with all formalities required for the enforceability thereof under the laws of the country
where it was issued;
has been translated into Spanish, together with related documents, and satisfies the authentication
requirements of Uruguayan law;
was issued by a competent court after valid service of process upon the parties to the action;
was issued after an opportunity was given to the defendant to present its defense;
is not subject to further appeal; and
is not against Uruguayan public policy.
As of the date of this Offering memorandum, Congress is debating a draft bill containing the annual report
on the execution of the 2015-2019 budget for fiscal year 2016, which also includes a provision that expressly
enables the Executive Power to either use available operating or investment expenses to pay judgments rendered
against Uruguay for amounts in excess of 75,000,000 UIs (approximately U.S.$ 9,527,690) although the budget in
effect at the time the judgment becomes enforceable may not include a specific expense allocation for that purpose
or, alternatively, include a specific budgetary allocation in the budget submitted to Congress for the following fiscal
year. Upon approval of the budget law including such allocation, payment shall be made within the following year.

v

SCHEDULED DATA DISSEMINATION
On February 18, 2004, Uruguay became the 56th subscriber to the International Monetary Fund's Special
Data Dissemination Standard or SDDS, which is designed to improve the timeliness and quality of information of
subscribing member countries. The SDDS requires subscribing member countries to provide schedules indicating, in
advance, the date on which data will be released or the so-called "Advance Release Calendar." For Uruguay, precise
dates or "no-later-than-dates" for the release of data under the SDDS are disseminated in advance through the
Advance Release Calendar, which is published on the Internet under the International Monetary Fund's
Dissemination Standards Bulletin Board. Summary methodologies of all metadata to enhance transparency of
statistical compilation are also provided on the Internet under the International Monetary Fund's Dissemination
Standards Bulletin Board. The Internet website is located at
http://dsbb.imf.org/Pages/SDDS/CtyCtgList.aspx?ctycode=URY. Neither the government nor any Initial Purchaser
acting on behalf of Uruguay in connection with this offering memorandum accept any responsibility for information
included on that website, and its contents are not intended to be incorporated by reference into this offering
memorandum.
DEFINED TERMS AND CONVENTIONS
Terms such as "we," "us" and "our" generally refer to Uruguay, unless the context otherwise requires. All
references in this document to the "government" are to the government of Uruguay and references to the "central
government" are to the central government of Uruguay (which includes governmental agencies and subdivisions and
excludes financial and non-financial public sector institutions).
References herein to "US$," "$," "U.S. dollars" or "dollars" are to United States dollars. References herein
to "Uruguayan pesos," "pesos," or "Ps." are to the lawful currency of Uruguay. Unless otherwise stated, Uruguay
has converted historical amounts translated into U.S. dollars or pesos at historical annual average exchange rates.
Translations of pesos to dollars have been made for the convenience of the reader only and should not be construed
as a representation that the amounts in question have been, could have been or could be converted into dollars at any
particular rate or at all. References herein to "UIs" are to Unidades Indexadas. UIs are inflation-indexed monetary
units. The UI is calculated by the National Institute of Statistics (Instituto Nacional de Estadística or INE) as
provided and published monthly in advance for each day from the 6th day of each month to the 5th day of the
following month by INE and Banco Central del Uruguay. The UI changes on a daily basis to reflect changes in the
consumer price index (Indice de Precios al Consumo or IPC), which is measured by the INE. The UI for each day is
set in advance based on changes in previous months' inflation.
Uruguayan Peso Information
Principal and interest payments in respect of the Bonds will be in U.S. dollars converted from Uruguayan
pesos based upon the Average Transfer Exchange Rate at the time the relevant payment amount is determined. The
Average Transfer Exchange Rate is the average, for the period of twenty business days ending two business days
prior to any interest or principal payment date, of the bid-side interbank exchange rate for the conversion of
Uruguayan pesos into U.S. dollars as published by Banco Central del Uruguay ("Banco Central") and which is
available on Bloomberg by typing "USDUYU CBUY <Curncy> HP <GO>", or, in the absence of the availability of
such information, the rate at which Uruguayan pesos can be converted into U.S. dollars as determined by polling
certain banks located in Montevideo, Uruguay. See "Description of the Bonds."
On September 6, 2017 Banco Central's published peso/U.S. dollar bid-side exchange rate was Ps.28.795
per US$1.00.
The following table shows the high, low, average and period-end peso/U.S. dollar exchange rates for each
period indicated.

vi

Exchange Rates(1)
(pesos per US$)

High
Low
Average
Period-End

2011 ..........................................................................................................
20.426
18.300
19.300
19.898
2012 ..........................................................................................................
22.099
19.111
20.321
19.399
2013 ..........................................................................................................
22.646
18.858
20.496
21.389
2014 ..........................................................................................................
24.742
21.268
23.225
24.333
2015 ..........................................................................................................
29.873
24.075
27.318
29.873
2016 ..........................................................................................................
32.530
28.003
30.084
29.256
January 2017 ..........................................................................................
28.749
28.185
28.531
28.185
February 2017 ........................................................................................
28.643
28.236
28.422
28.523
March 2017 ............................................................................................
28.690
28.215
28.401
28.523
April 2017 ..............................................................................................
28.539
28.100
28.388
28.109
May 2017 ...............................................................................................
28.345
27.809
28.117
28.278
June 2017 ...............................................................................................
28.504
28.272
28.364
28.481
July 2017 ................................................................................................
29.043
28.244
28.636
28.244
August 2017 ...........................................................................................
28.878
28.297
28.651
28.820

(1) Daily interbank end-of-day bid rates.
Source: Banco Central.

The chart below sets forth the evolution of the peso/U.S. dollar exchange rate for the periods described.
Exchange Rate Evolution U.S. dollar/Uruguayan Peso
(Jan 2016 August 2017)

__________________________________
Source: Banco Central

vii

FORWARD-LOOKING STATEMENTS
This offering memorandum and the documents incorporated by reference herein may contain forward-
looking statements.
Forward-looking statements are statements that are not historical facts, including statements about
Uruguay's beliefs and expectations. These statements are based on current plans, estimates and projections, and
therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they
are made. Uruguay undertakes no obligation to update any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. Uruguay cautions you that a number
of important factors could cause actual results to differ materially from those contained in any forward-looking
statement. Such factors include, but are not limited to:
adverse external factors, such as changes in international prices, high international interest rates and
recession or low economic growth in Uruguay's trading partners. Changes in international prices and
high international interest rates could increase Uruguay's current account deficit and budgetary
expenditures. Recession or low economic growth in Uruguay's trading partners could decrease exports
(including manufactured goods) from Uruguay, reduce tourism to Uruguay, induce a contraction of the
Uruguayan economy and, indirectly, reduce tax revenues and other public sector revenues and
adversely affect the country's fiscal accounts;
adverse domestic factors, such as a decline in foreign direct and portfolio investment, increases in
domestic inflation, high domestic interest rates and exchange rate volatility and a further deterioration
in the health of the domestic banking system. These factors could lead to lower economic growth or a
decrease in Uruguay's international reserves; and
other adverse factors, such as climatic or political events and international hostilities.

viii

THE OFFERING
The information below presents a summary of certain terms of the Bonds. This summary must be read as an
introduction to this offering memorandum and the accompanying Prospectus and any decision to invest in the Bonds
should be based on a consideration of this offering memorandum and the accompanying Prospectus as a whole,
including the documents incorporated by reference. This summary does not contain all of the information that may
be important to you as a potential investor in the Bonds. You should read the indenture before making your
investment decision. Uruguay has filed the form of indenture with the SEC and copies of the indenture are available
at the offices of the trustee.
Issuer
The Republic of Uruguay.
Indenture
The Bonds were issued under an indenture dated as of October 27, 2015.
Principal Amount
Ps. 31,603,000,000.
Issue Price
99.148% of the principal amount, plus interest accrued from September 15, 2017.
You will make the payment of the offering price in U.S. dollars at an exchange
rate of Ps. 28.730 per US$1.00 which represents the average, interbank exchange
rate for the conversion of Uruguayan pesos into U.S. dollars as published by
Banco Central and which is available on Bloomberg by typing "USDUYU CBUY
<Curncy> HP <GO>" as the bid-side rate for the period of twenty business days
ending one business day prior to September 6, 2017.
Maturity
March 15, 2028.
Payment of Principal
Principal will be repaid on March 15, 2028.
Payment of Interest
Amounts due in respect of interest accrue and are semi-annually in arrears on
March 15 and September 15 of each year commencing on March 15, 2018.
Interest on the Bonds is calculated on the basis of a 360-day year of twelve 30-day
months.
Conversion of the payment
All amounts due in respect of principal or interest is paid in U.S. dollars,
amounts
calculated by the calculation agent by exchanging the Uruguayan peso amounts
into U.S. dollars at the Average Transfer Exchange Rate on the applicable Rate
Calculation Date (as defined below).
Form and Settlement
Uruguay will issue the Bonds in the form of one or more fully registered global
securities, without interest coupons.
Denominations
Uruguay will issue the Bonds only in minimum denominations of Ps. 1,000 and
integral multiples in excess thereof.
Withholding Tax and
All payments by Uruguay in respect of the Bonds will be made without
Additional Amounts
withholding or deduction for or on account of any present or future taxes, duties,
assessments or other governmental charges of whatever nature imposed or levied
by or on behalf of Uruguay or any political subdivision or taxing authority or
agency therein or thereof having the power to tax (for purposes of this paragraph,
a "relevant tax") except as set forth in "Description of the Debt Securities--
Additional Amounts" in the accompanying Prospectus.
Further Issues
Uruguay may from time to time, without the consent of holders of the Bonds,
create and issue additional debt securities having the same terms and conditions as
the Bonds of such series in all respects, except for issue date, issue price and the
first payment on the debt securities; provided, however, that any additional debt
securities subsequently issued shall be issued, for U.S. federal income tax

1