Bond Turkiye 7.625% ( US900123CT57 ) in USD

Turkiye

106.52 % ▲

Turkey

US900123CT57 ( in USD )

7.625% per year ( payment 2 times a year)

25/04/2029

Prospectus brochure of the bond Turkey US900123CT57 en USD 7.625%, maturity 25/04/2029

900123CT5

26/04/2026 ( In 170 days )

Turkey is a transcontinental Eurasian country spanning Western Asia and Southeastern Europe, with a rich history and diverse cultural heritage encompassing influences from various empires and civilizations.

The Bond issued by Turkiye ( Turkey ) , in USD, with the ISIN code US900123CT57, pays a coupon of 7.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 25/04/2029

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
424B5 1 d698347d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221073
PROSPECTUS SUPPLEMENT
(To the Prospectus dated November 1, 2017)
$1,000,000,000
TÜRKYE CUMHURYET
(The Republic of Turkey)
7.625% Notes due April 26, 2029
The Republic of Turkey (the "Republic" or "Turkey") is offering $1,000,000,000 principal amount of its 7.625% Notes due April 26, 2029 (the "notes"). The notes
will constitute direct, general and unconditional obligations of the Republic. The full faith and credit of the Republic will be pledged for the due and punctual payment of
all principal and interest on the notes. The Republic will pay interest on April 26 and October 26 of each year, commencing with a long first coupon payable on October
26, 2019.
This prospectus supplement and accompanying prospectus dated November 1, 2017, constitute a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC,
as amended (the "Prospectus Directive").
Application will be made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF"), as competent authority under
the Prospectus Directive, to approve this prospectus supplement and the accompanying prospectus dated November 1, 2017 as a prospectus for the purposes of the
Prospectus Directive. Application is being made to list on the Official List and trade the notes on the Regulated Market "Bourse de Luxembourg" of the Luxembourg
Stock Exchange, which is a regulated market for the purposes of the Market in Financial Instruments Directive (2014/65/EU) ("MiFiDII"). The CSSF assumes no
responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Republic in line with the provisions of Article 7(7) of the
Luxembourg Prospectus Law.
As of their issuance, the notes will be a further issuance of, will be fully fungible with, rank equally with, and form a single issue and series with, our
$2,000,000,000 7.625% Notes due April 26, 2029 which were issued on January 16, 2019. The total principal amount of the previously issued notes and the notes now
being issued will be $3,000,000,000.
See the section entitled "Risk Factors" for a discussion of certain factors you should consider before investing in the notes.
The notes will be designated collective action securities and will, therefore, contain "collective action clauses". Under these provisions, which are described
beginning on page 17 of the accompanying prospectus dated November 1, 2017, the Republic may amend the payment provisions of the notes and other "reserved
matters" listed in the fiscal agency agreement with the consent of the holders of: (1) with respect to a single series of notes, more than 75% of the aggregate principal
amount of the outstanding notes of such series; (2) with respect to two or more series of notes, if certain "uniformly applicable" requirements are met, more than 75% of
the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more
series of notes, more than 66 2/3% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate,
and more than 50% of the aggregate principal amount of the outstanding notes of each series affected by the proposed modification, taken individually. "Reserved
matters" include, among other things, changes in the dates on which any amounts are payable on the debt securities, reductions in principal amounts or interest rates on
the debt securities, a change in the currency of the debt securities, any change in the identity of the obligor under the debt securities, or a change in the status of the debt
securities.
Per Note
Total
Public Offering Price(1)
103.300%
$1,033,000,000
Underwriting discount
0.070%
$
700,000
Proceeds, before expenses, to the Republic of Turkey
103.230%
$1,032,300,000
(1) Plus accrued and unpaid interest, from and including January 16, 2019 to but excluding the Issue Date, in the amount of $14,826,388.89. Purchasers of the notes
will be entitled to receive the semi-annual regular interest payments on April 26 and October 26 of each year.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined that this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes on or about March 26, 2019 (the "Issue Date"),
through the book-entry facilities of The Depository Trust Company ("DTC"), against payment in same-day funds.
Joint Book-Running Managers
1 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Goldman Sachs International
J.P. Morgan
Standard Chartered Bank
The date of this prospectus supplement is March 19, 2019.
2 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
The Republic accepts responsibility for the information contained within this prospectus supplement and accompanying prospectus. The Republic
declares that having taken all reasonable care to ensure that such is the case, the information contained in this prospectus supplement and accompanying
prospectus is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import.
Unless otherwise stated, all annual information, including budgetary information, is based upon calendar years. Figures included in this prospectus
supplement and the accompanying prospectus have been subject to rounding adjustments; accordingly, figures shown for the same item of information
may vary, and figures that are totals may not be an arithmetical aggregate of their components.
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference, in making your investment decision. The Republic has not authorized anyone to provide you with any other information. If
you receive any unauthorized information, you must not rely on it.
The Republic is offering to sell the notes only in places where offers and sales are permitted.
You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date
other than its respective date.
FORWARD-LOOKING STATEMENTS
The Republic has made forward-looking statements in this prospectus supplement. Statements that are not historical facts are forward-looking
statements. These statements are based on the Republic's current plans, estimates, assumptions and projections. Therefore, you should not place undue
reliance on them. Forward-looking statements speak only as of the date they are made. The Republic undertakes no obligation to update any of them in
light of new information or future events.
Forward-looking statements involve inherent risks. The Republic cautions you that a number of factors could cause actual results to differ
materially from those contained in any forward-looking statements. These factors include, but are not limited to:
·
External factors, such as:
·
interest rates in financial markets outside Turkey;
·
the impact of changes in the credit ratings of Turkey;
·
the impact of changes in the international prices of commodities;
·
economic conditions in Turkey's major export markets;
·
the decisions of international financial institutions regarding the terms of their financial arrangements with Turkey;
·
the impact of any delays or other adverse developments in Turkey's accession to the European Union; and
·
the impact of adverse developments in the region where Turkey is located.
·
Internal factors, such as:
·
general economic and business conditions in Turkey;
·
political, military or internal security events in Turkey;
·
present and future exchange rates of the Turkish currency;
·
foreign currency reserves;
S-i
3 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
·
the level of domestic debt;
·
domestic inflation;
·
natural events, such as climatic changes, earthquakes and floods;
·
the ability of Turkey to effect key economic reforms;
·
the level of foreign direct and portfolio investment in Turkey; and
·
the level of Turkish domestic interest rates.
SOVEREIGN IMMUNITY AND ARBITRATION
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon judgments of courts in the
United States against the Republic. See "Debt Securities -- Governing Law and Consent to Service" in the accompanying prospectus.
CURRENCY AND EXCHANGE RATE DATA
References to "Turkish Lira" and "TL" in this prospectus supplement in the context of a point in time after January 1, 2009 are to the Turkish Lira,
the Republic's new official currency, which was introduced on January 1, 2009 in place of the New Turkish Lira; references in this prospectus
supplement to "New Turkish Lira" and "YTL" are to the lawful currency of the Republic for the period beginning on January 1, 2005 and ending on
December 31, 2008; and references to "Turkish Lira" and "TL" in this prospectus supplement in the context of a point in time prior to January 1, 2005
are to the Turkish Lira before it was replaced with New Turkish Lira. References to "U.S.$", "$", "U.S. Dollars" and "dollars" in this prospectus
supplement are to lawful money of the United States of America. References to "" and "euro" in this prospectus supplement are to the lawful currency
of the European Union.
Translations of amounts from Turkish Lira to dollars are solely for the convenience of the reader and, unless otherwise stated, are made at the
exchange rate prevailing at the time as of which such amounts are specified. No representation is made that the Turkish Lira or dollar amounts referred
to herein could have been or could be converted into dollars or Turkish Lira, as the case may be, at any particular rate or at all.
S-ii
4 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
TABLE OF CONTENTS
Page
Prospectus Supplement
Overview
S-1
Risk Factors
S-5
Recent Developments and Summary
S-16
Description of The Notes
S-34
Global Clearance and Settlement
S-40
Taxation
S-44
Underwriting
S-50
Legal Matters
S-53
Table of References
S-54
Prospectus
Where You Can Find More Information
2
Data Dissemination
3
Use of Proceeds
3
Debt Securities
3
Plan of Distribution
18
Debt Record
20
Validity of the Securities
20
Official Statements
20
Authorized Agent
20
S-iii
5 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
OVERVIEW
This overview should be read as an introduction to the prospectus supplement and the accompanying prospectus. Any decision to invest in the
notes by an investor should be based on consideration of the prospectus supplement and the accompanying prospectus as a whole. Where a claim
relating to the information contained in the prospectus supplement or the accompanying prospectus is brought before a court in a Member State of
the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear
the costs of translating the prospectus supplement and the accompanying prospectus before the legal proceedings are initiated.
Issuer
The Republic of Turkey.
The Republic of Turkey is located in southwestern Asia, where it borders Iran, Armenia,
Georgia, Azerbaijan, Iraq and Syria, and southeastern Europe, where it borders Greece and
Bulgaria, with a total territory (inclusive of its lakes) of approximately 814,578 square
kilometers. Turkey's population, as of December 2018, was estimated to be 82,003,882.
The Republic of Turkey was founded in 1923 and currently has a parliamentary form of
government. The Republic has undertaken many reforms to strengthen its democracy and
economy, in connection with its accession negotiations with the European Union.
Securities Offered
$1,000,000,000 7.625% Notes due April 26, 2029.
Maturity Date
April 26, 2029.
Issue Price
103.300% of the principal amount of the notes, plus accrued and unpaid interest from and
including January 16, 2019 to but excluding the Issue Date.
Interest Payment Dates
April 26 and October 26 of each year, commencing with a long first coupon payable on October
26, 2019, for the period from and including January 16, 2019 to but excluding October 26,
2019.
Status and Ranking
The notes will be a further issuance of, will be fully fungible with, rank equally with, and form
a single issue and series with, our $2,000,000,000 7.625% Notes due April 26, 2029 which
were issued on January 16, 2019. Following the issuance of notes pursuant to this prospectus
supplement, the aggregate principal amount of the 7.625% Notes due April 26, 2029 will be
$3,000,000,000.
The notes will constitute direct, general, unconditional and unsubordinated public external
indebtedness of the Republic for which the full faith and credit of the Republic is pledged. The
notes rank and will rank without any preference among themselves and equally with all other
unsubordinated public external indebtedness of the Republic. It is understood that this provision
shall not be construed so as to require the Republic to make payments under the debt securities
ratably with payments being made under any other public external indebtedness. See "Debt
Securities --Status of the Debt Securities" and "Debt Securities -- Negative Pledge" in the
accompanying prospectus.
Markets
The notes are offered for sale in those jurisdictions where it is legal to make such offers. See
"Underwriting".
S-1
6 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
Listing and Admission to Trading
Application is being made to list on the Official List and trade the notes on the Regulated
Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange.
Negative Pledge
Clause (9) of the definition of Permitted Lien set forth on pages 6 and 7 of the accompanying
prospectus shall read as follows for purposes of the notes: Liens on assets (other than official
holdings of gold) in existence on January 16, 2019, provided that such Liens remain confined to
the assets affected thereby on January 16, 2019, and secure only those obligations so secured on
January 16, 2019.
Form
The notes will be book-entry securities in fully registered form, without coupons, registered in
the names of investors or their nominees in denominations of $200,000 and integral multiples
of $1,000 in excess thereof.
Clearance and Settlement
Beneficial interests in the notes will be shown on, and transfer thereof will be effected only
through, records maintained by DTC and its participants, unless certain contingencies occur, in
which case the notes will be issued in definitive form. Investors may elect to hold interests in
the notes through DTC, Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, S.A.
("Clearstream Banking Luxembourg"), if they are participants in such systems, or indirectly
through organizations that are participants in such systems. See "Global Clearance and
Settlement".
Payment of Principal and Interest
Principal and interest on the notes will be payable in U.S. dollars or other legal tender of the
United States of America. As long as the notes are in the form of a book-entry security,
payments of principal and interest to investors shall be made through the facilities of DTC. See
"Description of the Notes -- Payments of Principal and Interest" and "Global Clearance and
Settlement -- Ownership of Notes through DTC, Euroclear and Clearstream Banking
Luxembourg".
Default
The notes will contain events of default, the occurrence of which may result in the acceleration
of our obligations under the notes prior to maturity. See "Description of the Notes -- Default;
Acceleration of Maturity" in this prospectus supplement.
Collective Action Securities
The notes will be designated Collective Action Securities under the Fiscal Agency Agreement,
dated as of March 23, 2015, between the Republic and The Bank of New York Mellon, as
amended by Amendment No. 1 to the Fiscal Agency Agreement dated March 15, 2017 (the
"Fiscal Agency Agreement"). The notes will contain provisions regarding acceleration and
voting on amendments, modifications, changes and waivers that differ from those applicable to
certain other series of U.S. dollar denominated debt securities issued by the Republic and
described in the accompanying prospectus. The provisions described in this prospectus
supplement will govern the notes. These provisions are commonly referred to as "collective
action clauses." Under these provisions, which are described beginning on page 17 of the
accompanying prospectus dated November 1, 2017, the Republic may amend the payment
provisions of the notes and other reserved matters listed in the Fiscal Agency Agreement with
the consent of the holders of: (1) with respect to a single series of notes, more than 75% of the
aggregate principal amount of the outstanding notes of such series; (2) with
S-2
7 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
respect to two or more series of notes, if certain "uniformly applicable" requirements are met,
more than 75% of the aggregate principal amount of the outstanding notes of all series affected
by the proposed modification, taken in the aggregate; or (3) with respect to two or more series
of notes, more than 662/3% of the aggregate principal amount of the outstanding notes of all
series affected by the proposed modification, taken in the aggregate, and more than 50% of the
aggregate principal amount of the outstanding notes of each series affected by the proposed
modification, taken individually. These provisions are described in the section "Debt
Securities -- Collective Action Securities Issued On or After January 1, 2015" in the
accompanying prospectus.
Sinking Fund
None.
Prescription Period
None.
Use of Proceeds
The Republic will use the net proceeds of the sale of the notes for general financing purposes,
which may include the repayment of debt. The amount of net proceeds (before expenses and
exclusive of accrued and unpaid interest) is $1,032,300,000.
Risk Factors
Risks associated with the notes generally include: 1) the trading market for the notes may be
volatile and may be adversely impacted by many events; 2) there may be no active trading
market for the notes; 3) the notes may not be a suitable investment for all investors; 4) the notes
are unsecured; 5) the notes contain provisions that permit the Republic to amend the payment
terms without the consent of all holders; 6) there can be no assurance that the laws of the State
of New York in effect as at the date of this prospectus supplement will not be modified; and
7) legal investment considerations may restrict certain investments.
Risks associated with the Republic generally include: 1) the Republic is a foreign sovereign
state and accordingly it may be difficult to obtain or enforce judgments against it; 2) there can
be no assurance that the Republic's credit ratings will not change; 3) risks associated with
political and economic environment; 4) risks associated with significant seismic events;
5) volatile international markets and events may have a negative effect on the Turkish
economy; 6) potential refinancing risk; 7) potential inflation risk; 8) risks associated with the
Republic's current account deficit; 9) risks associated with the foreign exchange rate of the
Republic's currency; 10) risks associated with delays or other adverse developments in the
Republic's accession to the European Union may have a negative impact on the Republic's
economic performance and credit ratings; 11) risks associated with pending arbitration
proceedings; 12) risks associated with external shocks; and 13) risks associated with recent
federal court decisions in New York relating to ranking provisions.
These risk factors are described in the section entitled "Risk Factors" of this prospectus
supplement.
Fiscal Agency Agreement
The notes will be issued pursuant to the Fiscal Agency Agreement.
Taxation
For a discussion of material United States federal income and Turkish tax consequences
associated with the notes, see "Taxation" in this prospectus
S-3
8 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
supplement. Investors should consult their own tax advisors in determining the U.S. federal,
U.S. state, U.S. local, non-U.S. and any other tax consequences to them of the purchase,
ownership and disposition of the notes.
Governing Law
The notes will be governed by the laws of the State of New York, except with respect to the
authorization and execution of the notes, which will be governed by the laws of the Republic of
Turkey.
Clearing Reference Numbers
ISIN No. US900123CT57
CUSIP No. 900123 CT5
Common Code 193701531
S-4
9 of 81
3/20/2019, 12:13 PM

424B5
https://www.sec.gov/Archives/edgar/data/869687/000119312519080054...
Table of Contents
RISK FACTORS
You should read this entire prospectus supplement and the accompanying prospectus carefully. Words and expressions defined elsewhere in this
prospectus supplement and the accompanying prospectus have the same meanings in this section. Investing in the notes involves certain risks. In
addition, the purchase of the notes may involve substantial risks and be suitable only for investors who have the knowledge and experience in financial
and business matters to enable them to evaluate the risks and merits of an investment in the notes. You should make your own inquiries as you deem
necessary without relying on the Republic or any underwriter and should consult with your financial, tax, legal, accounting and other advisers, prior to
deciding whether to make an investment in the notes. You should consider, among other things, the following:
Risks Relating to the Notes
The trading market for the notes may be volatile and may be adversely impacted by many events.
The market for the notes is expected to be influenced by economic, political, social and market conditions and, to varying degrees, interest rates,
currency exchange rates and inflation rates in the United States and Europe and other countries. There can be no assurance that events in Turkey, the
United States, Europe or elsewhere will not cause market volatility or that such volatility will not adversely affect the price of the notes or that
economic, political, social and market conditions will not have any other adverse effect.
There may be no active trading market for the notes.
There can be no assurance that an active trading market for the notes will develop, or, if one does develop, that it will be maintained. If an active
trading market for the notes does not develop or is not maintained, the market or trading price and liquidity of the notes may be adversely affected. If the
notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market
for similar securities, general economic conditions and the financial condition of the Republic. Although an application will be made to list on the
Official List and trade the notes on the Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange, there is no assurance that such
application will be accepted or that an active trading market will develop.
The notes may not be a suitable investment for all investors.
You must determine the suitability of investment in the notes in the light of your own circumstances. In particular, you should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the notes and the merits and risks of investing in the notes;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of your particular financial situation, an
investment in the notes and the impact the notes will have on your overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the notes, including where the currency for
principal or interest payments is different from your currency;
(iv) understand thoroughly the terms of the notes and be familiar with the behavior of any relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors
that may affect your investment and your ability to bear the applicable risks.
S-5
10 of 81
3/20/2019, 12:13 PM