Bond Italia 3.875% ( US465410CC03 ) in USD

Issuer Italia
Market price refresh price now   69.22 %  ⇌ 
Country  Italy
ISIN code  US465410CC03 ( in USD )
Interest rate 3.875% per year ( payment 2 times a year)
Maturity 05/05/2051



Prospectus brochure of the bond Italy US465410CC03 en USD 3.875%, maturity 05/05/2051


Minimal amount /
Total amount /
Cusip 465410CC0
Next Coupon 06/11/2025 ( In 159 days )
Detailed description Italy is a country in Southern Europe with a diverse geography encompassing the Alps, Apennine Mountains, and extensive coastlines, known for its rich history, art, culture, and cuisine.

Italy's 3.875% USD-denominated bond (CUSIP: 465410CC0, ISIN: US465410CC03), maturing on May 5, 2051, with semi-annual coupon payments, is currently trading at 69.22%.







PROSPECTUS SUPPLEMENT
(To Prospectus dated October 30, 2020)
US$3,500,000,000
The Republic of Italy
US$2,000,000,000 0.875% Notes due 2024
US$1,500,000,000 3.875% Notes due 2051
The Republic of Italy
Italy is a foreign sovereign government. It is a founding member of the European Union and one of nineteen countries included in the European Economic
and Monetary Union.
The economy of Italy, as measured by its 2019 gross domestic product, is the eighth largest in the world.
The Notes
The Republic of Italy is offering US$3,500,000,000 in aggregate principal amount of its US$2,000,000,000 0.875% notes due 2024 (the "2024 Notes"), and
US$1,500,000,000 3.875% notes due 2051 (the "2051 Notes", together with the 2024 Notes, the "Notes").
The Notes will be direct, general and unconditional obligations of the Republic of Italy and will rank pari passu with all other unsecured and unsubordinated
obligations of Italy.
The Notes will contain collective action clauses with provisions regarding future modifications to their terms. Under those provisions, which are described
beginning on page 9 of the Prospectus, modifications affecting the reserved matters listed in the Notes, including modifications to payment and other important
terms of the Notes, may be made with the consent of the holders of 75% of the aggregate principal amount of the outstanding Notes.
We will pay interest on the Notes on May 6 and November 6 of each year, commencing on November 6, 2021.
The 2024 Notes and the 2051 Notes will be redeemed at 100% of their principal amount on May 6, 2024, and May 6, 2051, respectively.
The Notes will be deposited on May 6, 2021(the "Closing Date") with Citibank, N.A. as custodian for, and registered in the name of Cede & Co. as
nominee of, The Depository Trust Company ("DTC").
Proposed Trading Format
Application has been made for the Notes to be admitted to the official list and trading on EuroMOT (Mercato Telematico Eurobbligazioni). Application
has been made for the Notes to be admitted to the official list and trading on the Regulated Market of the Luxembourg Stock Exchange in accordance with the
rules thereof.
Per 2024
Per 2051
Note
Total
Note
Total
Public Offering Price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.673%
$1,993,460,000
98.897%
$1,483,455.000
Underwriting Discount(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.10%
$
2,000,000
0.25%
$
3,750,000
Proceeds to Italy (before expense)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.573%
$1,991,460,000
98.647%
$1,479,705,000
(1)
Plus accrued interest, if any, from and including May 6, 2021.
(2)
Italy has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.
These securities have not been approved or disapproved by the Securities and Exchange Commission of the United States or any state securities commission.
Neither the Securities and Exchange Commission nor any state securities commission has passed upon the accuracy or adequacy of this prospectus supplement or the
prospectus to which it relates. Any representation to the contrary is a criminal offense.
Joint Bookrunners
Citigroup
Deutsche Bank
Morgan Stanley
Co-Managers
Barclays
BofA Securities
Crédit Agricole CIB
Goldman Sachs Bank SE
BNP PARIBAS
HSBC
IMI -- Intesa Sanpaolo
J.P. Morgan
MPS Capital Services
NatWest Markets
Nomura
Société Générale
Corporate & Investment Banking
UniCredit
The date of this Prospectus Supplement is April 28, 2021.


No person has been authorized to give any information or to make any representations other than those
contained or incorporated by reference in this Prospectus Supplement or the Prospectus, and, if given or made,
such information or representations must not be relied upon as having been authorized. This Prospectus
Supplement, the Prospectus and any other documents incorporated by reference herein do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate or
an offer to sell or the solicitation of an offer to buy any such securities in any circumstances in which such offer
or solicitation is unlawful. Neither the delivery of this Prospectus Supplement, the Prospectus and any other
documents incorporated by reference herein nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Republic of Italy since the date hereof or
that the information contained or incorporated by reference herein is correct as of any time subsequent to its date.


Table of Contents
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-ii
SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
GLOBAL CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
OFFICIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-19
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-19
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
Prospectus
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
DESCRIPTION OF WARRANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
OFFICIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
AUTHORIZED REPRESENTATIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
S-i


ABOUT THIS PROSPECTUS SUPPLEMENT
This Prospectus Supplement should be read together with the accompanying Prospectus, dated
October 30, 2020, of the Republic of Italy and any other documents incorporated by reference herein. The
Prospectus contains information regarding the Republic of Italy ("Italy") and a description of certain terms
of Italy's securities. Further information regarding Italy and the Notes offered by this Prospectus
Supplement, which constitute a separate series of the debt securities of Italy being offered from time to time
pursuant to the Prospectus, may be found in our registration statement (no. 333-249472), on file with the
U.S. Securities and Exchange Commission (the "Commission").
Neither this Prospectus Supplement, nor the Prospectus constitute a prospectus pursuant to Part II of
the Luxembourg Law of 10 July 2005, as amended (the "Luxembourg Prospectus Law") implementing certain
provisions of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to
trading on a regulated market, , nor a simplified prospectus pursuant to Part III of the Luxembourg
Prospectus Law. Accordingly, neither this Prospectus Supplement, nor the Prospectus purport to meet the
format and the disclosure requirements of the Delegated Regulation (EU) 2019/980, as amended or
supplemented from time to time (the "Prospectus Regulation") and it has not been, and will not be, submitted
for approval to any competent authority within the meaning of the Prospectus Regulation and, in particular,
to the Luxembourg Supervisory Commission of the Financial Sector (Commission de Surveillance du
Secteur Financier -- CSSF), which is the Luxembourg competent authority for the purpose of the Prospectus
Regulation and one of the competent authorities under the Luxembourg Prospectus Law. The debt
securities, issued pursuant to this Prospectus Supplement, or the Prospectus, will therefore not qualify for
the benefit of the single European passport pursuant to the Prospectus Regulation.
The distribution of this Prospectus Supplement, the Prospectus and any other documents incorporated
by reference herein and the offering of the Notes in certain jurisdictions may be restricted by law. Persons
who come into possession of this Prospectus Supplement or the Prospectus should inform themselves about
and observe any such restrictions. This Prospectus Supplement and the Prospectus do not constitute, and
may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to
do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting."
Italy accepts responsibility for the information contained in the Prospectus Supplement, in the Prospectus
and in any other documents incorporated by reference herein. To the best of the knowledge and belief of
Italy (which has taken all reasonable care to ensure that such is the case), the information contained in the
Prospectus Supplement, in the Prospectus and in any other documents incorporated by reference herein is in
accordance with the facts and does not omit anything likely to affect the import of such information.
As used in this Prospectus Supplement, references to "$", "US$", or "dollars" are to the legal currency
of the United States of America.
Enforcement of Civil Liabilities
Italy is a foreign sovereign government. Consequently, it may be difficult for investors to obtain or
realize upon judgments of courts in the United States against Italy. We will irrevocably submit to the
jurisdiction of the Federal and State courts in The City of New York and will irrevocably waive to the
fullest extent permitted by Italian law any objection to venue and any immunity from the jurisdiction of
such courts, but not from execution, attachment or process in the nature thereof, in connection with any
action arising out of or based upon the Notes brought by any holder of the Notes in any State or Federal
court in the City of New York or in any competent court in the Republic of Italy. We reserve the right to plead
sovereign immunity under the United States Foreign Sovereign Immunities Act of 1976 with respect to
actions brought against it under United States Federal securities laws or any state securities laws. In the
absence of a waiver of immunity by Italy with respect to these actions, it would not be possible to obtain a
United States judgment in such an action against Italy unless a court were to determine that we are not
entitled under the Immunities Act to sovereign immunity with respect to such action. Enforceability in
Italy of final judgments of U.S. courts obtained in actions based on the civil liability provisions of the U.S.
federal securities laws is subject, among other things, to the absence of a conflicting final judgment by an
S-ii


Italian court or of a previously instituted action pending in Italy among the same parties and arising from
the same facts and circumstances and to the Italian courts' determination that the U.S. courts had jurisdiction,
that process was appropriately served on the defendant, and that enforcement would not violate Italian
public policy. In general, the enforceability in Italy of final judgments of U.S. courts obtained would not
require retrial in Italy. In original actions brought before Italian courts, there is doubt as to the enforceability
of liabilities based on the U.S. federal securities laws. The Italian courts may enter and enforce judgments
in foreign currencies. See also "Description of Debt Securities -- Governing Law; Consent to Service" in the
Prospectus.
S-iii


SUMMARY OF THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . . . . .
The Republic of Italy.
Securities Offered . . . . . . . . . . . . . . .
$2,000,000,000 principal amount of 0.875% Notes due 2024.
$1,500,000,000 principal amount of 3.875% Notes due 2051.
Maturity Date . . . . . . . . . . . . . . . . .
May 6, 2024 for the 2024 Notes
May 6, 2051 for the 2051 Notes
Redemption Basis . . . . . . . . . . . . . . .
At par for the 2024 Notes
At par for the 2051 Notes
Interest Rate . . . . . . . . . . . . . . . . . .
The 2024 Notes will bear interest from and including May 6,
2021 at the rate of 0.875%.
The 2051 Notes will bear interest from and including May 6,
2021 at the rate of 3.875%
Interest on the Notes shall be payable semi-annually in
arrears.
Interest Payment Dates . . . . . . . . . . .
On May 6 and November 6 of each year commencing
November 6, 2021, unless any Interest Payment Date would
otherwise fall on a day which is not a Banking Day, in which
case the Interest Payment Date shall be the immediately
succeeding Banking Day without any interest or other payment
as a result of the delay.
Markets . . . . . . . . . . . . . . . . . . . . .
The Notes are offered for sale in those jurisdictions in the
United States, Europe and Asia where it is legal to make such
offers. See "Underwriting."
Further Issues . . . . . . . . . . . . . . . . .
Italy may from time to time, without notice to or the consent
of the registered holders of the Notes, create and issue further
Notes having the same terms as the Notes in all respects
(except for the issue price, issue date and the first payment of
interest following the issue date of such further Notes) and so
that such further Notes shall be consolidated and form a
single series with the Notes and shall have the same terms as
to status, redemption or otherwise as the Notes.
Listing . . . . . . . . . . . . . . . . . . . . . .
Application has been made for the Notes to be admitted to
the official list and trading on EuroMOT (Mercato Telematico
Eurobbligazioni). Application has been made for the Notes
to be admitted to the official list and trading on the Regulated
Market of the Luxembourg Stock Exchange in accordance
with the rules thereof.
Form and Settlement . . . . . . . . . . . . .
The Notes will be issued in the form of one or more global
notes, in fully registered form, without coupons, which will be
deposited on or about the Closing Date with Citibank N.A.,
as custodian for, and registered in the name of Cede & Co. as
nominee of, DTC. Except as described in this Prospectus,
beneficial interests in the global notes will be represented
through accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC.
Investors may elect to hold interests in the global notes
through DTC in the United States or through Euroclear Bank
S-1


S.A./N.V. ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream"), in Europe, if they are participants
in such systems, or indirectly through organizations that are
participants in such systems. Euroclear and Clearstream will
in turn hold interests in the global notes as indirect participants
in DTC. Except as described in this Prospectus, owners of
beneficial interests in the global notes will not be entitled to
have Notes registered in their names, will not receive or be
entitled to receive physical delivery of Notes in definitive form
and will not be considered holders of the Notes under the
Notes or the fiscal agency agreement governing the Notes. See
"Description of the Notes -- Form, Denomination and
Registration."
It is expected that delivery of the Notes will be made, against
payment therefor in same-day funds, on or about May 6, 2021.
Withholding Tax . . . . . . . . . . . . . . .
Principal of and interest on the Notes are payable by Italy
without withholding or deduction for Italian withholding taxes
subject to certain exceptions to the extent set forth in the
section "Taxation -- Italian Tax considerations" and in the
accompanying Prospectus under the heading "Description of
Debt Securities -- Additional Amounts."
Redemption . . . . . . . . . . . . . . . . . . .
The Notes will be redeemable by us at our election. If we
redeem the Notes under a mandatory redemption provision,
we will give not more than 60 days' nor less than 30 days' notice
of redemption.
Collective Action Clauses . . . . . . . . . .
The Notes will contain provisions regarding voting on
amendments, modifications and waivers. These provisions are
commonly referred to as collective action clauses and are
described more fully in the following sections of the
accompanying Prospectus, "Description of Debt
Securities -- Meetings and Quorum" and "Description of
Debt Securities -- Proposals, Amendments and Waivers."
Governing Law . . . . . . . . . . . . . . . . .
The Notes will be governed by, and interpreted in accordance
with, the laws of the State of New York.
S-2


USE OF PROCEEDS
The aggregate net proceeds to us from this offering will be approximately $3,471,165,000. Those
proceeds will be used for general purposes of the Italian Government, including debt management purposes.
S-3


DESCRIPTION OF THE NOTES
The following is a brief summary of the terms and conditions of the Notes pursuant to the fiscal agency
agreement that governs the Notes. We have filed or will file copies of the forms Notes and the fiscal agency
agreement as exhibits to our Registration Statement or an amendment to our Annual Report. Because this is
only a summary, you should read the form of the Notes and the fiscal agency agreement in their entirety. You can
find the definitions of certain terms used in this description in the Prospectus under the subheading "Description
of the Debt Securities -- Definitions."
The Notes
The Notes are to be issued pursuant to a fiscal agency agreement, dated as of January 29, 2013,
between Italy and Citibank, N.A., as fiscal agent. The following statements and the statements under
"Description of Debt Securities" in the Prospectus briefly summarize some of the terms of the Notes and
the fiscal agency agreement. This summary and the summary in the Prospectus are qualified in their entirety
by reference to the fiscal agency agreement and to the form of the global note, described below, filed or to
be filed by Italy with the Commission.
· The Notes are not entitled to the benefit of any sinking fund. At maturity, the Notes will be
redeemed at 100 per cent of their principal amount.
· The Notes will be direct, general and unconditional obligations of Italy and will rank pari passu
amongst themselves and with all others present and future unsecured and unsubordinated obligations
of Italy, except for such obligations as may be preferred by mandatory provisions of international
treaties and similar obligations to which Italy is a party.
· The fiscal agent is not a trustee for the holders of the Notes and does not have the same responsibilities
or duties to act for such holders as would a trustee. We may maintain deposit accounts and conduct
other banking transactions in the ordinary course of business with the fiscal agent.
The 2024 Notes:
· are to be issued in the aggregate principal amount of $2,000,000,000;
· bear interest at 0.875% per annum on the outstanding principal amount from May 6, 2021;
· are to pay interest on May 6 and November 6 of each year, commencing November 6, 2021;
· mature on May 6, 2024; and
· pay all amounts due in respect of principal or interest in U.S. Dollars.
The 2051 Notes:
· are to be issued in the aggregate principal amount of $1,500,000,000;
· bear interest at 3.875% per annum on the outstanding principal amount from May 6, 2021;
· are to pay interest on May 6 and November 6 of each year, commencing November 6, 2021;
· mature on May 6, 2051; and
· pay all amounts due in respect of principal or interest in U.S. Dollars.
Interest
The Notes will bear interest from and including May 6, 2021. Interest on the Notes shall be payable
semi-annually in arrears on May 6 and November 6 of each year (each an "Interest Payment Date"), unless
any Interest Payment Date would otherwise fall on a day which is not a Banking Day, in which case the
Interest Payment Date shall be immediately succeeding Banking Day without any interest or other payment
as a result of the delay. Interest will be paid to the persons in whose names the Notes are registered at the
close of business on the preceding February 3 and August 3, as the case may be (the "Record Date"). Interest
will be calculated on the basis of a 360-day year of twelve 30-day months. "Banking Day" means any day
S-4


that is a day on which banking institutions in New York City are not generally authorized or obliged by law,
regulation or executive order to close.
Form, Denomination and Registration
The statements set forth in this Prospectus Supplement in this section under this subsection and
"Definitive Notes" and in the section entitled "Global Clearance and Settlement" include summaries of
certain rules and operating procedures of DTC, Euroclear and Clearstream that affect transfers of interests
in the global notes.
The Notes will be issued in the form of one or more global notes, in fully registered form, without
coupons, which will be deposited on or about the Closing Date with Citibank, N.A. as custodian for, and
registered in the name of Cede & Co. as nominee of, DTC. Except as described herein, certificates will not be
issued in exchange for beneficial interests in the global notes.
Except as set forth below, the global notes may be transferred, in whole and not in part, only to DTC,
another nominee of DTC or a successor of DTC or its nominee.
Beneficial interests in the global notes will be represented, and transfers of such beneficial interests will
be effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or
indirect participants in DTC. Those beneficial interests will be in denominations of $200,000 and integral
multiples of $1,000 in excess thereof. Investors may hold Notes directly through DTC, Euroclear or
Clearstream, if they are participants in such systems, or indirectly through organizations that are participants
in such systems. Euroclear and Clearstream hold securities on behalf of their participants through
customers' securities accounts in their respective names on the books of their respective depositaries, which
in turn hold securities in customers' securities accounts in the depositories' names on the books of DTC.
Except as provided below, under "Definitive Notes", owners of beneficial interests in the global notes
will not be entitled to have Notes registered in their names, and will not receive or be entitled to receive
physical delivery of Notes in definitive form. Except as provided below, beneficial owners will not be
considered the owners or holders of the Notes under the fiscal agency agreement, including for purposes of
receiving any reports delivered by Italy or the fiscal agent pursuant to the fiscal agency agreement.
Accordingly, each beneficial owner must rely on the procedures of the clearing systems and, if such person
is not a participant of the clearing systems, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the fiscal agency agreement. Italy understands
that, under existing industry practices, if Italy requests any action of holders or a beneficial owner desires to
give or take any action which a holder is entitled to give or take under the fiscal agency agreement, the
clearing systems would authorize their participants holding the relevant beneficial interests to give or take
action and the participants would authorize beneficial owners owning through the participants to give or take
such action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and
other communications by the clearing systems to their participants, by the participants to indirect participants
and by the participants and indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The
laws of some jurisdictions require that certain purchasers of securities take physical delivery of such
securities in certificated form. These limits and laws may impair the ability to transfer beneficial interests in
global notes.
Persons who are not DTC participants may beneficially own Notes held by DTC only through direct
or indirect participants in DTC (including Euroclear and Clearstream). So long as Cede & Co., as the
nominee of DTC, is the registered owner of the global note, Cede & Co. for all purposes will be considered
the sole holder of the Notes under the fiscal agency agreement and the Notes.
Payments
Payments of principal of and interest on the global notes will be made to Cede & Co., the nominee for
DTC, as the registered owner. The principal and interest on the Notes will be payable in United States dollars
or in such other coin or currency of the United States of America as at the time of payment is legal tender
for payment therein of public and private debts.
S-5


Document Outline