Obligation Bahamasia 5.75% ( USP06518AF40 ) en USD

Bahamasia

100 % ▲

Bahamas

USP06518AF40 ( en USD )

5.75% par an ( paiement semestriel )

15/01/2024 - Obligation échue

Prospectus brochure de l'obligation Bahamas USP06518AF40 en USD 5.75%, échue

200 000 USD

300 000 000 USD

P06518AF4

Les Bahamas sont un archipel de plus de 700 îles et îlots dans l'océan Atlantique, au large de la côte de la Floride, connues pour leurs eaux turquoise, leurs plages de sable blanc et leurs récifs coralliens.

L'Obligation émise par Bahamasia ( Bahamas ) , en USD, avec le code ISIN USP06518AF40, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2024

L I S T I N G P A R T I C U L A R S
U.S.$300,000,000
The Commonwealth of The Bahamas
5.750% Notes due 2024
The Commonwealth of The Bahamas offered U.S.$300,000,000 aggregate principal amount of its 5.750% Notes due 2024.
The notes bear interest at the rate of 5.750% per year. Interest on the notes is payable on January 16 and July 16 of each year,
beginning on July 16, 2014. The notes will mature on January 16, 2024. We may redeem some or all of the notes at any time.
The redemption prices are discussed under the caption "Description of the Notes--Optional Redemption."
The notes are our direct, general, unsecured and unconditional obligations and rank pari passu, without any preference or
priority of payment, among themselves and with all our other present and future unsecured and unsubordinated indebtedness.
The notes are backed by the full faith and credit of the Commonwealth of The Bahamas.
Application has been 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. These listing particulars ("Listing Particulars") constitute a
prospectus according to Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.
The notes have not been registered under the U.S. Securities Act of 1933, as amended, or the "Securities Act," or the
securities laws of any other jurisdiction. Accordingly, the notes were offered and sold by the initial purchasers 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 7 of these Listing
Particulars.
Price: 100% plus accrued interest, if any, from January 16, 2014.
The initial purchasers delivered 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 January 16, 2014.
J.P. Morgan
RBC Capital Markets
April 17, 2014

You should rely only on the information contained in these Listing Particulars. We have not
authorized anyone to provide you with different information. We did not, and the initial purchasers did not,
make an offer of these securities in any state or jurisdiction where the offer was not permitted. You should
not assume that the information contained in these Listing Particulars is accurate as of any date other than
January 13, 2014.
Reference in these Listing Particulars to "The Bahamas," "the Commonwealth," "the Government," "we,"
"us" and "our" refer to the Commonwealth of The Bahamas.
TABLE OF CONTENTS
Statement Regarding Forward-Looking
Government Enterprises ............................35
Disclosure...................................................iv
Government Finance..................................38
Presentation of Economic, Financial and
Public Sector Debt .....................................45
Other Information........................................v
Description of the Notes................................54
Submission to Jurisdiction .............................vi
Notice to Investors ........................................67
Summary.........................................................1
Enforcement of Civil Liabilities....................69
Risk Factors ....................................................7
Taxation ........................................................71
Use of Proceeds ............................................11
Plan of Distribution .......................................74
The Commonwealth of the Bahamas ............12
General Information ......................................78
The Economy ............................................16
Official Statements........................................78
Monetary and Financial System ................25
Legal Matters ................................................78
External Sector of the Economy ................31
Notwithstanding anything in these Listing Particulars 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 any 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 furnished the information contained in these Listing Particulars. The initial purchasers made no
representation or warranty, express or implied, as to the accuracy or completeness of the information contained in
these Listing Particulars. Nothing contained in these Listing Particulars was, or shall be relied upon as, a promise or
representation by the initial purchasers as to the past or future. The initial purchasers did not independently verify
any of the information contained herein (financial, legal or otherwise) and assumed 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 or adequacy of these Listing Particulars. Any
representation to the contrary is a criminal offense.
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 these Listing Particulars entitled "Plan
of Distribution" and "Notice to Investors."
i

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
these Listing Particulars 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 these Listing Particulars, 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 January 13, 2014, the information contained in these
Listing Particulars 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 these Listing Particulars.
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market. 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.
These Listing Particulars include particulars given 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 these Listing
Particulars 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.
These Listing Particulars contain 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 purchasers.
ii

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B 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 CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN 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 RESIDENTS OF THE BAHAMAS
PURSUANT TO SECTION 92 OF THE SECURITIES INDUSTRY ACT, 2011, THESE LISTING
PARTICULARS ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS SET OUT IN THE SAID
ACT. ACCORDINGLY, THESE LISTING PARTICULARS HAVE NOT BEEN APPROVED BY OR
REGISTERED WITH THE SECURITIES COMMISSION OF THE BAHAMAS.
iii

STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
These Listing Particulars include 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 these Listing Particulars, 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 these Listing Particulars, including in conjunction
with the forward-looking statements included in these Listing Particulars, 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 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 these Listing Particulars.
All of the forward-looking statements related to the Government made in these Listing Particulars 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.
iv

PRESENTATION OF ECONOMIC, FINANCIAL AND OTHER INFORMATION
In these Listing Particulars, 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 these Listing Particulars 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 currently consists of the
twelve months 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 these Listing Particulars 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 as "2012(p)" or "Fiscal 2012/2013(p)" and provisional information for other fiscal
years is referred to in a corresponding manner. Except as otherwise noted in these Listing Particulars, accounts for
fiscal year 2008/2009 through 2011/2012 have been audited by the Auditor-General of the Commonwealth and have
been submitted to Parliament. Therefore, except as otherwise noted in these Listing Particulars, we provided any
revenue, expenditure and other financial information included in these Listing Particulars for any fiscal year
subsequent to fiscal 2011/2012, and any economic data included in these Listing Particulars for any calendar year
subsequent to 2012, on a provisional basis.
The financial statements of the Commonwealth included herein have been prepared in accordance with
International Financial Reporting Standards and on a modified cash basis. These financial statements are available
on the Government's website at www.bahamas.gov.bs. These financial statements and any other information
provided on the Government's website are not part of, or incorporated by reference in, these Listing Particulars.
Estimates of Gross Domestic Product, or "GDP," and its components that are included in these Listing
Particulars have been prepared by the Department of Statistics of the Commonwealth of The Bahamas.
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 these Listing Particulars 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.
v

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 the Borough of Manhattan, The City of
New York, 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 the Borough of Manhattan, The City of New York, New York. The Government
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."
vi

SUMMARY
The following summary is qualified in its entirety by, and is subject to, the detailed financial and other
information contained elsewhere in these Listing Particulars.
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 is approximately 351,000, most of which is concentrated on New Providence
(on which 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
Progressive Liberal Party, the current ruling party, which holds parliamentary majority, and the Free National
Movement, which was in office from May 2007 until May 2012. 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 approximately 55% of total GDP and over 60% of employment. Tourism has
accounted for an estimated 40% of GDP over the last five years and has employed, directly or indirectly, over half
of the workforce. In 2012, The Bahamas attracted approximately 5.9 million visitors, who spent approximately $2.4
billion in the country. More than 75% of these visitors 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 and other facilities, improving infrastructure, developing and enhancing tourist attractions
and expanding marketing efforts.
The financial services sector (which consists exclusively of banking and insurance companies) of the
economy has also historically accounted for a significant percentage of GDP. The Bahamas has traditionally been an
attractive jurisdiction for offshore financial services businesses because of its favorable tax regime and legislative
environment. The Government enacted several measures in 2000 to strengthen the regulatory and supervisory
regime in order to comply with international "best practices" standards and enhance the attractiveness of The
Bahamas as an offshore financial services center. As of December 31, 2012, there were 268 banks and trust
companies licensed in The Bahamas, compared to 278 as of December 31, 2011, and the Government estimates that
the total asset base of offshore banks and trust companies was approximately $371.0 billion as of December 31,
2012.
The Department of Statistics estimates that, since the height of the global economic recession in 2008 and
2009, during which real GDP decreased by 2.3% and 4.2%, respectively, real GDP has been improving. Real GDP
grew by an estimated rate of 1.0% in 2010, by 1.7% in 2011 and by 1.8% in 2012. The Department of Statistics
estimates that nominal GDP increased by 3.5% in 2012 from a slight decrease of 0.2% in 2011; however, these
estimates are preliminary and are subject to adjustment after completion of analysis of economic data. The annual
inflation rate in The Bahamas has averaged less than 3.2% in the last three years, and the Government expects that
the fixed parity between Bahamian and U.S. dollars that has existed since 1973 will continue to help the inflation
level remain relatively stable.
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:
1

·
streamlining governmental review of private sector investments to expedite the approval process;
·
privatizing state-owned commercial entities to stimulate competition and promote efficiency in certain
sectors of the economy, such as the energy and communications sectors;
·
enhancing the delivery and quality of public services available to citizens and investors through,
among other initiatives, the implementation of comprehensive public sector training programs and
improving the accessibility of public information with the goal of creating an environment that is
conducive to private sector business development;
·
further integrating the Bahamian economy into the global economy by enhancing existing trade
relationships and fostering new relationships by, among other things, continuing the negotiation
process for membership in the World Trade Organization and entering into new trade agreements,
including the Economic Partnership Agreement with the European Union; and
·
encouraging and incentivizing foreign investment in certain sectors of the economy, including tourism,
property development, information technology and banking and financial services, among others.
The Bahamas currently holds long-term foreign currency credit ratings of BBB from Standard & Poor's
and Baa1 from Moody's Investor Services.
2