Obligation Bahamasia 6% ( USP06518AG23 ) en USD

Bahamasia

93.43 % ▼

Bahamas

USP06518AG23 ( en USD )

6% par an ( paiement semestriel )

20/11/2028

Prospectus brochure de l'obligation Bahamas USP06518AG23 en USD 6%, échéance 20/11/2028

P06518AG2

21/11/2025 ( Dans 161 jours )

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 USP06518AG23, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/11/2028

LISTING PARTICULARS

U.S.$750,000,000

The Commonwealth of The Bahamas

6.000% Notes due 2028

The Commonwealth of The Bahamas is offering U.S.$750,000,000 aggregate principal amount of its 6.000% Notes due
2028, that we refer to as the "notes." The notes will bear interest at the rate of 6.000% per year. Interest on the notes is payable on
May 21 and November 21 of each year, beginning on May 21, 2018. The notes will mature on November 21, 2028. The principal
amount of the notes will be paid in three equal annual installments on November 21, 2026, November 21, 2027, and at maturity on
November 21, 2028. 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 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. The notes will be backed by the full faith and credit of the Commonwealth of The Bahamas.
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 constitutes a prospectus according to
Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.
The notes have not 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. Accordingly, the notes are being 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 8 of this offering memorandum.
Price: 100.00% plus accrued interest, if any, from November 21, 2017.

The initial purchasers expect 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 November 21, 2017.
Deutsche Bank Securities
RBC Capital Markets
November 27, 2017

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 purchasers are 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
Description of the Notes .......................................... 56
Risk Factors ............................................................. 8
Notice to Investors ................................................... 70
Use of Proceeds ....................................................... 12
Enforcement of Civil Liabilities .............................. 72
The Commonwealth of The Bahamas ...................... 13
Taxation ................................................................... 74
The Economy ........................................................... 17
Plan of Distribution ................................................. 77
Monetary and Financial System............................... 26
General Information ................................................ 82
External Sector of the Economy .............................. 34
Official Statements .................................................. 82
Government Enterprises .......................................... 38
Legal Matters ........................................................... 82
Government Finance ................................................ 41

Public Sector Debt ................................................... 47

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 purchasers make
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 purchasers as to the past or future. The initial purchasers have 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.
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. 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 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 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 purchasers.
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 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 of the 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 year
2011/2012 through 2013/2014 have been audited by the Auditor-General of the Commonwealth and accounts for
fiscal years 2011/2012 through 2012/2013 have been submitted to Parliament. Therefore, except as otherwise noted
in this offering memorandum, we are providing any revenue, expenditure and other financial information included in
this offering memorandum for any fiscal year subsequent to fiscal year 2012/2013 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, or "GDP," and its components that are included in this offering
memorandum, 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 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 is currently approximately 391,000, 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 the results of a 2003
survey, tourism generates an estimated 50% of GDP and employs, directly or indirectly, over half of the workforce.
In 2016, The Bahamas attracted approximately 6.3 million tourists, compared with the 6.1 million visitors in 2015
who spent in excess of $2.5 billion.
More than 78% 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 predominantly of banks, including private banks, trust
companies, insurance companies and investment funds) has also historically accounted for a significant percentage
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 in order to comply with international "best practices" standards and enhance the attractiveness of The
Bahamas as an international financial services center. As of December 31, 2016, there were 248 bank and trust
companies licensed in The Bahamas, compared to 249 as of December 31, 2015 and the Government estimates that
the total asset base of offshore banks and trust companies was approximately $175.7 billion as of December 31,
2016.
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, domestic output has stagnated.
Specifically, following declines of 1.2% and 3.1% in 2014 and 2015, respectively, the Department of Statistics
estimates that GDP grew marginally, by 0.2% in 2016 (in both real and nominal terms). The annual inflation rate in
The Bahamas has averaged less than 1.0% 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 support relatively stable inflation.
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

progressing public sector reform, including the establishment of a one-stop shop, to create an efficient
public service committed to improving the ease of doing business with the Government;
promoting a more sustainable debt and deficit trajectory through judicious expenditure controls, the
continuation of enhanced tax compliance initiatives, an improved budgeting process, greater efficiency
and cost recovery among the state-owned enterprises, 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 Island 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;
amending the Business License Act to, for example, modify the method for calculating license fees to
ensure that businesses are not unduly burdened;
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 Standard & Poor's ("S&P") and
Baa3 from Moody's Investor Services ("Moody's").

2

Selected Economical Financial Information
(in millions of Bahamian dollars, except percentages)
Fiscal
Year-to-Date

For the Years Ended June 30,
May 31,
Budget

2013
2014(p)
2015(p)
2016(p)
2017(1)(p)
2017/2018
Government Finance:

Revenue and grants .............................
$ 1,354.6
$ 1,450.8
$ 1,701.5
$ 1,929.6
$ 1,819.2
$ 2,139.0
Expenditure(2) ......................................
$ 1,900.8
$ 1,930.8
$ 2,083.6
$ 2,240.0
$ 2,104.5
$ 2,460.4
Overall budget deficit .........................
$ (546.1)
$ (480.0)
$ (382.0)
$ (310.4)
$ (285.3)
$ (321.3)
Overall budget deficit as a percentage
of nominal GDP(3)(4).........................
(5.10)%
(4.46)%
(3.46)%
(2.76)%
n.a.
2.67%

As of and for
the Six

As of and for the Years Ended December 31,
Months Ended
June 30, 2017

2012
2013
2014(p)
2015(p)
2016(p)
The Economy:

Nominal GDP(5)(p) ......................... $ 10,720.5
$ 10,677.2
$ 10,843.8
$ 11,240.0
$ 11,261.8
n.a.
Increase(decrease) in nominal
GDP(3)(p) ....................................
6.46%
(0.40)%
1.56%
3.65%
0.19%
n.a.
Annual inflation rate ....................
0.70%
0.52%
1.18%
1.88%
(0.35)%
0.87%
Balance of payments(5)(p)

Current account balance ............ $ (1,438.9)
$ (1,439.1)
$ (1,885.2)
$ (1,203.2)
$ (1,177.7)
$
(863.3)
Capital account balance ............. $
1,266.5
$
1,017.8
$
1,508.5
$
$349.8
$
461.3
$
315.4
Foreign exchange reserves ........... $
810.2
$
741.6
$
787.8
$
811.9
$
904.0
$
959.7
Estimated increase (decrease)
in real GDP(6)(p) .........................
3.1%
(0.6)%
(1.2)%
(3.1)%
0.2%
n.a

As of and for
the Six

As of and for the Years Ended December 31,
Months Ended
June 30, 2017

2012
2013(p)
2014(p)
2015(p)
2016(p)
National Debt:

National debt ................................
$
5,006.9
$
5,590.3
$
6,284.7
$ 6,659.90
$
7,044.7
$ 7,262.9
National debt as a percentage of
nominal GDP(4) .........................
46.70%
52.36%
57.96%
59.25%
62.55%
61.60%
Foreign currency public sector
debt(7) ........................................
$
1,824.2
$
2,139.7
$
2,453.0
$
2,574.0
$
2,646.8
$ 2,641.3
Foreign currency public sector
debt as a percentage of nominal
GDP(4) .......................................
17.67%
20.04%
22.62%
22.90%
23.50%
22.40%
Foreign currency public sector
debt service(8) ............................
$
203.9
$
176.9
$
569.8
$
184.6
$
337.4
$
120.4
Foreign currency public sector
debt service ratio(9) ...................
5.5%
4.9%
16.0%
5.4%
9.9%
6.4%

(1) According to estimates from the Ministry of Finance, the deficit for the full fiscal year 2016/2017 is expected to be approximately $700.0
million. See "Government Finance--Fiscal Year 2017/2018 Budget."
(2) Includes financial assistance to public corporations and excludes repayment of principal of Government debt.
(3) Represent Department of Statistics estimates for 2012-2016 and IMF estimates for 2017.
(4) Based on projections for nominal GDP relating to calendar years 2017 and 2018 indicated by the International Monetary Fund. The
projections relating to the nominal GDP for fiscal years 2016/2017 and 2017/2018 are estimated by adding the nominal GDP relating to the
relevant calendar years and dividing the result by two.
(5) Balance of payment accounts are subject to periodic revisions, which may affect data over several periods.
(6) Represents data compiled by the Department of Statistics.
(7) Includes internal and external foreign currency debt of the Government state owned enterprises (whether or not guaranteed by the
Government).
(8) Includes all principal and interest payments on foreign currency-denominated debt of the Government and the state owned enterprises
(whether or not guaranteed by the Government). See "Public Sector Debt--Debt of Public Corporations."
(9) Represents foreign currency public sector debt service as a percentage of exports of goods and non-factor services. Non-factor services are
services that do not generate interest, dividends or profits.
Sources: Department of Statistics, Treasury Accounts and Treasury Statistical Summaries.

3