Obbligazione Bahamasia 8.95% ( USP06518AH06 ) in USD

Emittente Bahamasia
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Bahamas
Codice isin  USP06518AH06 ( in USD )
Tasso d'interesse 8.95% per anno ( pagato 2 volte l'anno)
Scadenza 14/10/2032



Prospetto opuscolo dell'obbligazione Bahamas USP06518AH06 en USD 8.95%, scadenza 14/10/2032


Importo minimo 100 000 USD
Importo totale 825 000 000 USD
Cusip P06518AH0
Coupon successivo 15/10/2025 ( In 123 giorni )
Descrizione dettagliata Le Bahamas sono un arcipelago di oltre 700 isole e isolotti nell'Oceano Atlantico, a nord-est di Cuba.

The Obbligazione issued by Bahamasia ( Bahamas ) , in USD, with the ISIN code USP06518AH06, pays a coupon of 8.95% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/10/2032








LISTING PARTICULARS


U.S.$225,000,000
The Commonwealth of The Bahamas
8.950% Notes due 2032

The Commonwealth of The Bahamas (the "Government") is offering U.S.$225,000,000 aggregate principal
amount of its 8.950% notes due 2032, which we refer to as the "notes." The notes will bear interest at the rate of
8.950% per year. Interest on the notes is payable on April 15 and October 15 of each year, beginning on April 15,
2021. The notes will mature on October 15, 2032. The principal amount of the notes will be paid in three equal
annual installments on October 15, 2030, October 15, 2031, and at maturity on October 15, 2032. We may redeem
some or all of the notes at any time. The redemption prices are discussed in the section entitled "Description of the
Notes--Optional Redemption."
The notes will constitute a further issuance of, and form a single series with, our outstanding 8.950%
Senior Notes due 2032 issued on October 15, 2020 in the principal amount of U.S.$600,000,000, which we refer to
as the "initial notes." The notes will have substantially identical terms to the initial notes, will be treated as a single
series of securities with the initial notes under the Fiscal Agency Agreement (as defined in the section entitled
"Description of the Notes") and will have the same CUSIP and ISIN numbers as the initial notes. Holders of the
notes and the initial notes will vote and consent as one class under the Fiscal Agency Agreement.
The notes will be our direct, general, unsecured, and unconditional obligations and will rank pari passu,
without any preference or priority of payment, among themselves and with all our other present and future
unsecured and unsubordinated indebtedness; it being understood that this provision shall not be construed so as to
require us to make payment under the notes ratably with payments being made under any other indebtedness. The
notes will be backed by the full faith and credit of the Government.
The notes will be issued pursuant to the Fiscal Agency Agreement, which contains provisions, commonly
known as "collective action clauses," regarding acceleration and voting on future amendments, modifications and
waivers (which are described in the section entitled "Description of the Notes--Meetings of Note Holders;
Modification and Waiver") under which the Government may amend the payment provisions of the notes (which,
with reference to such "collective action clauses", means all notes of the same series issued under the Fiscal Agency
Agreement) and certain other terms with the consent of the holders of: (1) with respect to the notes, more than 75%
of the aggregate principal amount of the outstanding notes; (2) with respect to two or more series of debt securities
(including the notes), if certain "uniformly applicable" requirements are met, more than 75% of the aggregate
principal amount of the outstanding debt securities of all series (including the notes) affected by the proposed
modification, taken in the aggregate; or (3) with respect to two or more series of debt securities (including the
notes), whether or not the "uniformly applicable" requirements are met, more than 66% of the aggregate principal
amount of the outstanding debt securities of all series (including the notes) affected by the proposed modification,
taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of
each series (including the notes) affected by the proposed modification, taken individually.




Application will be made to list the notes on the Luxembourg Stock Exchange and to have the notes
admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. This offering memorandum will
constitute a prospectus for the purposes of Luxembourg law dated July 16, 2019 on prospectuses for securities.
__________________________
The notes 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. Accordingly, the notes are being offered and sold
by the initial purchaser within the United States only to qualified institutional buyers in accordance with Rule 144A
under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act.
Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a
description of certain restrictions on transfers of the notes, see "Notice to Investors."
Investing in the notes involves risks. See "Risk Factors" beginning on page 15 of this offering memorandum.
Price: 106.783% plus accrued interest, if any, from October 15, 2020.
__________________________

The initial purchaser expects to deliver the notes to purchasers, in book-entry form through the facilities of
The Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme, on or about December 4, 2020.

Credit Suisse

The date of this offering memorandum is December 23, 2020













You should rely only on the information contained in this offering memorandum. We have not
authorized anyone to provide you with different information. We are not, and the initial purchaser is not,
making an offer of these securities in any state or 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.

Reference in this offering memorandum to "The Bahamas," "the Commonwealth," "the Government,"
"we," "us" and "our" refer to the Commonwealth of The Bahamas.
__________________________


TABLE OF CONTENTS

Summary ......................................................... 1
Public Sector Debt......................................... 66
Risk Factors ................................................... 15
Description of the Notes ................................ 76
Use of Proceeds ............................................. 22
Notice to Investors ........................................ 92
The Commonwealth of The Bahamas ........... 23
Enforcement of Civil Liabilities .................... 94
The Economy ................................................ 28
Taxation ........................................................ 96
Monetary and Financial System .................... 43
Plan of Distribution ..................................... 100
External Sector of the Economy .................... 52
General Information .................................... 105
Government Enterprises ................................ 56
Official Statements ...................................... 105
Government Finance ..................................... 59
Legal Matters .............................................. 105

__________________________

This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the securities described in this offering memorandum. 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
securities. Distribution of this offering memorandum to any person other than the prospective investor and any
person retained to advise such prospective investor with respect to its purchase is unauthorized, and any disclosure
of any of its contents, without our prior written consent, is prohibited. Each prospective investor, by accepting
delivery of this offering memorandum, agrees to the foregoing and to make no photocopies of this offering
memorandum.
Notwithstanding anything in this offering memorandum to the contrary, each prospective investor (and
each employee, representative, or other agent of the prospective investor) may disclose to any and all persons,
without limitation of any kind, the U.S. tax treatment and U.S. tax structure of this offering and all materials of any
kind (including opinions or other tax analyses) that are provided to the prospective investor relating to such U.S. tax
treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in
order to comply with applicable securities laws.
We have furnished the information contained in this offering memorandum. The initial purchaser makes no
representation or warranty, express or implied, as to the accuracy or completeness of the information contained in
this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise
or representation by the initial purchaser as to the past or future. The initial purchaser has not independently verified
any of the information contained herein (financial, legal, or otherwise) and assume no responsibility for the accuracy
or completeness of any such information.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other
regulatory authority has approved or disapproved of the securities nor have any of the foregoing authorities passed
upon or endorsed the merits of this offering or the accuracy, completeness or adequacy of this offering
memorandum. Any representation to the contrary is a criminal offense.
i



The notes 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 investment for an indefinite period of time. Please refer to the sections in this offering memorandum entitled
"Plan of Distribution" and "Notice to Investors."
In making an investment decision, prospective investors must rely on their own examination of us 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
securities under applicable legal investment or similar laws or regulations.
In this offering memorandum, we rely on and refer to certain economic and financial data. We obtained
some of this data from independent publications or other publicly available information. To our knowledge, based
on the information provided, no facts have been omitted which would render such information misleading.
We confirm that, to the best of our knowledge, as of the date of this offering memorandum, the information
contained in this offering memorandum relating to The Bahamas and the notes is in all material respects in
accordance with the facts and does not omit anything likely to affect the import of such information in any material
respect. We are responsible for the accuracy and completeness of the information contained in this offering
memorandum.
Application will be made to list the notes on the official list of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market along with the initial notes. We will use our reasonable efforts to facilitate the
listing and to maintain the listing of the notes on the official list of the Luxembourg Stock Exchange for trading on
the Euro MTF Market so long as notes are outstanding; provided that, if at any time we determine that maintenance
of listing becomes unduly onerous or requires disclosure of information beyond what we would be required to make
publicly available in the Commonwealth, we may delist the notes from the official list of the Luxembourg Stock
Exchange and the Euro MTF Market. If the notes are delisted from the official list of the Luxembourg Stock
Exchange and the Euro MTF Market, we will use our reasonable efforts to list the notes on another internationally
recognized securities exchange.
This offering memorandum includes particulars provided in compliance with the listing regulations of the
Luxembourg Stock Exchange for trading on the Euro MTF Market for the purpose of giving information with regard
to the Commonwealth. We accept full responsibility for the accuracy of the information contained in this offering
memorandum and confirm having made all reasonable inquiries that, to the best of our knowledge and belief, there
are no other facts the omission of which would make any statement herein misleading.
This offering memorandum contains descriptions that to our knowledge are accurate with respect to certain
documents, but reference is made to the actual documents for complete information. All such descriptions 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 purchaser.

ii



NOTICE TO RESIDENTS OF THE BAHAMAS
PURSUANT TO SECTION 92 OF THE SECURITIES INDUSTRY ACT, 2011, THIS OFFERING
MEMORANDUM IS EXEMPT FROM THE REGISTRATION REQUIREMENTS SET OUT IN THE SAID ACT.
ACCORDINGLY, THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED BY OR REGISTERED
WITH THE SECURITIES COMMISSION OF THE BAHAMAS.
STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
This offering memorandum includes forward-looking statements regarding the Commonwealth which
represent the Government's expectations or beliefs concerning future events that involve risks and uncertainties,
including those associated with the effect on The Bahamas of Bahamian, U.S. and worldwide economic conditions,
the ability of the Government to implement its strategies for economic growth, the ability of the Government to
continue to attract tourists to The Bahamas, the possible effect of a hurricane on the Bahamian economy and other
factors. Other than statements of historical facts included in this offering memorandum, all statements, including
statements under "Summary," "The Commonwealth of The Bahamas," "The Economy," "Monetary and Financial
System," "External Sector of the Economy," "Government Finance," "Public Sector Debt" and elsewhere herein, are
forward-looking statements. These statements are based on certain assumptions and analyses the Government has
made in light of its experience and perception of historical trends, current conditions and expected future
developments, as well as other factors believed to be appropriate in the circumstances. Although the Government
believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct. Certain important factors that could cause actual results to differ
materially from the Government's expectations are disclosed in this offering memorandum, including in conjunction
with the forward-looking statements included in this offering memorandum, such as the following:
our financial condition, including our ability to increase revenues and reduce expenditures;
declines in the tourism or financial services industries;
extreme weather conditions, particularly hurricanes and tropical storms;
difficult conditions in the Bahamian economy, as well as the global economy;
the material adverse impact the coronavirus pandemic has had, and is expected to continue to have, on
tourism and our economy;
the fixed foreign exchange regime that is focused on maintaining parity with the U.S. dollar and
requires us to maintain adequate levels of foreign currency reserves; and
other factors identified in this offering memorandum.
All forward-looking statements related to the Government made in this offering memorandum are qualified
by cautionary statements. The Government assumes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
iii



PRESENTATION OF ECONOMIC, FINANCIAL, AND OTHER INFORMATION
In this offering memorandum, unless otherwise specified, all currency amounts are denominated in
Bahamian dollars ($). The Bahamian dollar circulates freely with the U.S. dollar (U.S.$) in The Bahamas and its
value has been maintained by the Government at parity with the U.S. dollar since 1973, as described in "Monetary
and Financial System--Exchange Rates and Exchange Controls."
All economic and financial data included in this offering memorandum are presented on a calendar year
basis, except for Government revenue and expenditure data (historical and budgetary), which are presented on a
fiscal year basis and except for other data as otherwise indicated. The fiscal year of The Bahamas consists of the
twelve months commencing July 1 and ending June 30 of each year. Government finance statistics are compiled in
accordance with the government finance statistics manual prepared by the International Monetary Fund, or the
"IMF."
Certain revenue, expenditure and other financial information included in this offering memorandum for
certain fiscal periods, and certain economic data for certain calendar years, are available only on a provisional basis,
pending final compilation and completion of analysis by the Government as described in "Government Finance--
Budget Process." Government accounts are considered "provisional" until the audit report, prepared by the Auditor-
General of the Commonwealth, relating to such accounts is presented to Parliament. Provisional information is
identified herein by "(p)". Except as otherwise noted in this offering memorandum, accounts for fiscal years
2015/2016 and 2016/2017 have been audited by the Auditor-General of the Commonwealth and tabled in
Parliament, while accounts for fiscal years 2017/2018 through 2018/2019 have been submitted to the Auditor-
General of the Commonwealth. Accounts for fiscal year 2019/2020 are being finalized for submission to the
Auditor-General of the Commonwealth. Therefore, except as otherwise noted in this offering memorandum, we are
providing revenue, expenditure and other financial information included in this offering memorandum for any fiscal
year or interim period after fiscal year 2016/2017 on a provisional basis. Economic data included in this offering
memorandum for the relevant calendar year is presented on a provisional basis.
The financial information of the Commonwealth included herein has been prepared in accordance with
International Public Sector Accounting Standards and on a modified cash basis. Certain financial information is
available on the Government's website at www.bahamas.gov.bs and the Central Bank of The Bahamas' website at
www.centralbankbahamas.com. The information provided on these websites is not part of, or incorporated by
reference in, this offering memorandum.
Estimates of Gross Domestic Product ("GDP") and its components for historical periods that are included in
this offering memorandum, have been prepared by the Department of Statistics of the Commonwealth of The
Bahamas. Projections of GDP relating to calendar years 2020 and 2021 are based on IMF reports.
As used herein, the term "public sector debt" includes direct internal and external debt of the Government
and, unless the context otherwise requires, internal and external debt of the public corporations of The Bahamas. In
light of the Government's ownership interest in these entities, the Government is the guarantor by contract of certain
indebtedness of the public corporations, and the incurrence of any debt by any public corporation is subject to
Government approval. The Government also provides financial assistance to certain of these public corporations to
enable them, among other things, to meet their obligations under various loan agreements as described in
"Government Enterprises--Public Corporations" and "Public Sector Debt."
Components contained in tabular information in this offering memorandum may not add up to the totals set
forth in the tables due to rounding.
As used herein, the term "n.a." is used to identify economic or financial data that is not available.
iv



SUBMISSION TO JURISDICTION
The Bahamas is a foreign sovereign government. Consequently, it may be difficult for investors to obtain or
realize judgments of courts in the United States against The Bahamas. The Government will (1) agree that any legal
suit, action or proceeding arising out of or relating to the notes may be instituted by the note holders in any U.S.
federal or New York state court of competent jurisdiction located in New York County, State of New York, (2) to
the fullest extent that it may effectively do so under applicable U.S. law, waive any objection to venue of any such
legal suit, action or proceeding and (3) subject to certain exceptions, waive any immunity (including sovereign
immunity) from the jurisdiction of any such U.S. federal or New York state court of competent jurisdiction located
in New York County, State of New York. The Government has appointed the Consul General of the Commonwealth
of The Bahamas in New York, New York, as its agent for service of process. The above-mentioned submission to
jurisdiction, appointment of an agent for service of process and waiver of immunity are subject to significant
limitations and qualifications as set forth under "Description of the Notes--Governing Law and Submission to
Jurisdiction."


v



SUMMARY
The following summary is qualified in its entirety by, and is subject to, the detailed financial and other
information contained elsewhere in this offering memorandum.
THE COMMONWEALTH OF THE BAHAMAS
The Commonwealth of The Bahamas is an archipelago of approximately 700 islands and cays, spreading
over 100,000 square miles of the Atlantic Ocean. From its westernmost island, which lies approximately 50 miles
east of Florida, The Bahamas stretches 750 miles in a southeasterly direction to within 50 miles of Haiti and Cuba.
The total population of The Bahamas as of the end of 2019 was approximately 385,340, most of which is
concentrated in New Providence (where the capital of the country, Nassau, is located) and Grand Bahama.
The Bahamas, which was formerly a British colonial territory, became an independent self-governing
nation within the British Commonwealth on July 10, 1973. The political system in The Bahamas is based on the
British Westminster model with a Governor General, a Prime Minister, and a bicameral Parliament. The Bahamas
has enjoyed political stability since independence. The two primary political parties in The Bahamas are the Free
National Movement, the current ruling party, which holds a majority in parliament, and the Progressive Liberal
Party, which was in office from May 2012 until May 2017. See "The Commonwealth of The Bahamas--
Government, Political System, and Constitution."
The tourism and financial services industries are key contributors to the Bahamian economy. These two
sectors of the economy, which include tourism-driven retail sales, real estate, construction, and manufacturing,
together historically account for more than half of total GDP and employment. Based on recent Government
estimates, tourism has generated approximately 45% of GDP and employed, directly or indirectly, over half of the
workforce. In 2019, The Bahamas attracted approximately 7.2 million tourists who spent an estimated $4.1 billion,
compared with the 6.3 million tourists in 2016 who spent in excess of $2.6 billion.
During 2019, approximately 82% of "stopover visitors" (i.e., visitors who stay in excess of 24 hours and
require accommodations) were from the United States. Over the past several years, the Government has intensified
efforts to improve the competitiveness of the tourism sector, principally by promoting new investment in hotels,
private cruise ship ports and other facilities, improving infrastructure, developing and enhancing tourist attractions,
and expanding marketing efforts.
The financial services sector (which consists predominantly of banks, including private banks, trust
companies, insurance companies and investment funds) has historically accounted for an estimated 15% of GDP.
The Bahamas has traditionally been an attractive jurisdiction for international financial services businesses because
of its favorable tax regime, legislative environment, geographic location, and sophisticated professional services.
Over the years, the Government has enacted several measures to strengthen the regulatory and supervisory regime to
comply with international "best practices" standards and enhance the attractiveness of The Bahamas as an
international financial services center. As of December 31, 2019, there were 221 banks and trust companies licensed
in The Bahamas, and the Central Bank of The Bahamas (the "Central Bank") estimates that the total asset base of
such institutions was approximately $167.9 billion as of December 31, 2019. The Government does not expect any
material change in the number of financial institutions licensed in The Bahamas in 2020, although the total asset
base of such institutions may fluctuate in the face of sustained external pressure, such as de-risking by such banks,
the reputational fallout resulting from blacklisting, or the threat of blacklisting, by the European Union due to its
concerns about remaining deficiencies in The Bahamas' anti-money laundering and counter terrorist financing
framework, and such pressures may create challenges in attracting new business and retaining existing business.
According to the Department of Statistics' estimates, real GDP grew at an average annual rate of 1.7%
between 2015 and 2019. Specifically, following a recovery to 1.1% in 2014, the Department of Statistics estimates
that real GDP growth eased to 0.2% in 2015 before increasing to 1.4% in 2016 and further to 3.1% in 2017 and
3.0% in 2018. However, the Department of Statistics estimates that real GDP growth slowed to 1.2% in 2019, as
economic activity in two major economic centers was disrupted by a four-month closure as a result of Hurricane
Dorian. The annual inflation rate in The Bahamas has averaged 2.1% over the last three years, and the Government
expects that the fixed parity between the Bahamian and U.S. dollars, which the Central Bank has sustained since
1973, will continue to support relatively stable inflation.


1



The Government's overall strategy is to promote the long-term economic development of The Bahamas by
pursuing sound macroeconomic and fiscal policies designed to enhance the competitiveness of the Bahamian
economy and facilitate private sector investment and consumption. The key initiatives of the current administration
in implementing this strategy include:
progressing public sector reform to create an efficient public service committed to improving the
ease of doing business with the Government;
promoting debt and fiscal sustainability through judicious expenditure controls, the continuation
of enhanced tax compliance initiatives, an improved budgeting process, greater efficiency and cost
recovery among the public corporations, pension reform and anchoring fiscal discipline in fiscal
responsibility legislation;
promoting job creation, economic growth and poverty reduction through renewable energy and
energy conservation initiatives, the creation of a knowledge-based economy, and upgrading and
modernizing of the Family Islands (which refer to all islands that make up The Bahamas
archipelago, except for New Providence and Grand Bahama), airports, docks, and marinas;
providing new business incentives to businesses that offer goods and services in the areas of
renewable energy, culture, export, agriculture and fisheries, and manufacturing of authentic
Bahamian souvenirs;
reducing the cost of energy by modernizing the electricity generation, transmission, and
distribution infrastructure, and creating a renewable energy economy;
employing public-private partnerships to finance capital projects;
supporting Bahamian investments in tandem with strategic foreign direct investments; and
increasing investments in education, focusing on reforms in the areas of enabling information
technology infrastructure, technical and vocational training initiatives, and administrative policy
reforms to ensure effectiveness and efficiency in the delivery of services.
The Bahamas' long-term foreign currency credit ratings are BB- from S&P Global Ratings ("S&P") and
Ba2 from Moody's Investors Services ("Moody's").
RECENT DEVELOPMENTS
The Bahamian economy has experienced two major shocks in the past twelve months: Hurricane Dorian
and the effects of the global pandemic caused by a novel strain of coronavirus (commonly referred to as "COVID-
19"). The combination of these two events, as described more fully below, has caused and will continue to cause,
substantial adverse effects on the Bahamian economy.
Hurricane Dorian
On September 2nd and 3rd, 2019, Hurricane Dorian, the strongest storm in The Bahamas' recent history,
caused severe social and economic hardship and substantial loss of life in two major centers of economic activity--
the islands of Abaco and Grand Bahama. External agencies which conducted a damage and loss assessment on the
four primary sectors (social, infrastructure, productive, and environment) of the affected islands placed the estimated
cost of damages at approximately $2.5 billion, or in excess of 25% of GDP for the year. Of the approximately $2.5
billion in damages, approximately 9%, or $225.0 million, was attributed to damages to public sector infrastructure.
The total revenue and other income losses were estimated at $717.3 million, with public sector revenue and income
losses accounting for 16% or $114.8 million. Additional costs, mainly attributable to clean-up, were estimated at
$220.9 million.
Hurricane Dorian struck at a time when the Government was achieving its targets to reduce both debt and
the ratio of the fiscal deficit to GDP to more sustainable levels as mandated by fiscal responsibility laws enacted in


2


Document Outline