Bond Bermudes 5.603% ( USG1035JAB47 ) in USD

Bermudes

100 % ▼

Bermuda

USG1035JAB47 ( in USD )

5.603% per year ( payment 2 times a year)

20/07/2020 - Bond has expired

Prospectus brochure of the bond Bermuda USG1035JAB47 in USD 5.603%, expired

100 000 USD

500 000 000 USD

G1035JAB4

Bermuda is a British Overseas Territory in the North Atlantic Ocean known for its pink sand beaches, turquoise waters, and historical sites, including its iconic forts and maritime museums.

A USD 500,000,000 Bermuda-issued bond (ISIN: USG1035JAB47, CUSIP: G1035JAB4), bearing a 5.603% coupon rate with semi-annual payments, matured on July 20, 2020, and has been fully redeemed at 100% of its face value, with a minimum trading increment of USD 100,000.

OFFERING MEMORANDUM
US$500,000,000
5.603% Senior Notes due 2020
The Government of Bermuda is offering $500,000,000 aggregate principal amount of its 5.603% Senior Notes
due 2020. The notes will bear interest at a rate of 5.603% per year, accruing from July 20, 2010. Interest will be
payable on January 20 and July 20 of each year, commencing on January 20, 2011.
The notes will mature on July 20, 2020, unless earlier redeemed. The Government may redeem the notes, in
whole but not in part, at any time by paying the greater of the outstanding principal amount of the notes and a
"make-whole" amount. See "Description of the Notes--Optional Redemption."
The notes will be general, direct, unconditional, unsubordinated and unsecured obligations of the Government
and will rank pari passu with all of its other existing and future unsubordinated and unsecured debt. The notes
will be backed by the full faith and credit of the Government.
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 (the "Euro MTF Market"). Application will also be made to list the notes on the
Bermuda Stock Exchange (the "BSX"). Bermuda International Securities Limited has been appointed as the
BSX listing sponsor for the notes.
This offering memorandum constitutes a prospectus according to Luxembourg law dated July 10, 2005 on
Prospectuses for Securities.
The BSX takes no responsibility for the contents of this document, makes no representations as to its
accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon any part of the contents of this document.
Investing in the notes involves risks. See "Risk Factors" beginning on page 5 of this offering
memorandum.
Offering Price: 100.00%, plus accrued interest, if any, from July 20, 2010
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any other jurisdiction. The notes will be offered only to qualified
institutional buyers in the United States under Rule 144A of the Securities Act and to persons outside
the United States under Regulation S of the Securities Act. For a description of certain restrictions on
transfer of the notes, see "Transfer Restrictions" and "Plan of Distribution."
This offering memorandum includes particulars given in compliance with the listing regulations of the
Luxembourg Stock Exchange and the BSX for the purpose of giving information with regard to the
Government.
The notes are expected to be delivered to purchasers on or about July 20, 2010 in book-entry form only
through the facilities of The Depository Trust Company ("DTC") and its direct and indirect participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme.
HSBC
The date of this offering memorandum is July 13, 2010.

The information contained in this offering memorandum has been provided by us and other sources
identified in this offering memorandum, which we believe to be reliable. No representation or warranty, express or
implied, is made by the initial purchaser as to the accuracy or completeness of the information contained in this
offering memorandum, and nothing contained in this offering memorandum is, or should be relied upon as, a
promise or representation by the initial purchaser, whether as to the past or the future.

The notes described in this offering memorandum have not been registered with, recommended by or
approved by the U.S. Securities and Exchange Commission (the "SEC"), or any other U.S. federal or state securities
commission or regulatory authority, nor has the SEC or any such state securities commission or authority passed
upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense.

Each person receiving this offering memorandum is deemed to acknowledge that this offering
memorandum does not contain all the information that would be included in a prospectus if this offering were
registered under the Securities Act. In addition, certain information included in this offering memorandum may not
conform with the requirements for offerings under the Securities Act.

You must comply with all applicable laws and regulations in connection with the distribution of this
offering memorandum and the offer or sale of the notes. See "Transfer Restrictions." You are not to construe the
contents of this offering memorandum as investment, legal or tax advice. You should consult your own counsel,
accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase of the notes. We
are not, and the initial purchaser is not, making any representation to you regarding the legality of an investment in
the notes by you under applicable laws.

In making an investment decision regarding the notes, you must rely on your own examination of the
Government and the terms of the offering, including, without limitation, the merits and risks involved. The offering
is being made on the basis of this offering memorandum. Any decision to purchase notes in the offering must be
based on the information contained in this offering memorandum.

This offering memorandum contains summaries, believed to be accurate, of some of the terms of specific
documents, but reference is made to the actual documents, copies of which will be made available upon request, as
indicated under "General Information." All summaries are qualified in their entirety by this reference.

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. See "Transfer Restrictions." You should be aware that you may be required to bear the financial risks of
an investment in the notes for an indefinite period of time.

No person is authorized in connection with any offering made by this offering memorandum to give any
information or to make any representation not contained in this offering memorandum and, if given or made, any
other information or representation must not be relied upon as having been authorized by us or the initial purchaser.
The information contained in this offering memorandum is presented as of the date hereof and subject to change,
completion or amendment without notice. Neither the delivery of this offering memorandum at any time nor any
subsequent commitment to enter into any financing shall, under any circumstances, create any implication that there
has been no change in the information set forth in this offering memorandum or in our affairs since the date of this
offering memorandum.

We reserve the right to withdraw the offering of the notes at any time, and we and the initial purchaser
reserve the right to reject any commitment to subscribe for the notes in whole or in part and to allot to you less than
the full amount of notes subscribed for by you. We are making this offering subject to the terms described in this
offering memorandum.

This offering memorandum does not constitute an offer to sell or a solicitation of an offer to buy the notes
to any person in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this
offering memorandum and the offer and sale of the notes may be restricted by law in certain jurisdictions. Persons

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into whose possession this offering memorandum or any of the notes come must inform themselves about, and
observe, any such restrictions. See "Plan of Distribution" and "Transfer Restrictions."

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. Application will also be made to list the notes on the BSX. We will use our
reasonable efforts to facilitate the listing and maintenance of the listing of the notes on the official list of the
Luxembourg Stock Exchange for trading on the Euro MTF Market and the BSX so long as such notes are
outstanding; provided that, if at any time we determine that maintenance of either listing becomes unduly onerous or
requires disclosure of information beyond what we would be required to make publicly available in Bermuda, we
may delist the notes from the official list of the Luxembourg Stock Exchange and the Euro MTF Market or the BSX,
as the case may be. 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 and the BSX for the purpose of giving
information with regard to the Government. The Government accepts full responsibility for the accuracy of the
information contained in this offering memorandum and confirms having made all reasonable inquiries, that to the
best of the Government's knowledge and belief there are no other facts the omission of which would make any
statement herein misleading.
______________________
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 OF 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.

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TABLE OF CONTENTS
Page
Presentation of Economic, Financial and Statistical Information ................................................................................. iv
Forward-Looking Statements ........................................................................................................................................ v
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................... 5
Use of Proceeds ............................................................................................................................................................. 8
Bermuda ........................................................................................................................................................................ 9
History .................................................................................................................................................................... 9
Geography and Population ..................................................................................................................................... 9
Constitution, Government and Legal System and International Cooperation ...................................................... 10
Military ................................................................................................................................................................. 14
Independence ........................................................................................................................................................ 15
Infrastructure ........................................................................................................................................................ 15
Employment ......................................................................................................................................................... 17
Education .............................................................................................................................................................. 19
Social Welfare ...................................................................................................................................................... 20
Economy ............................................................................................................................................................... 22
Balance of Payments and Foreign Trade .............................................................................................................. 38
Money Supply and Foreign Currency Reserves Money Supply ........................................................................... 40
Tax Policy ............................................................................................................................................................ 42
Public Finance ...................................................................................................................................................... 43
Public Debt ........................................................................................................................................................... 47
Litigation .............................................................................................................................................................. 53
Description of the Notes .............................................................................................................................................. 54
Book-Entry, Delivery and Form .................................................................................................................................. 65
Transfer Restrictions .................................................................................................................................................... 70
Enforceability of Civil Liabilities under U.S. Federal Securities Laws and Other Matters ........................................ 72
Taxation ....................................................................................................................................................................... 73
Plan of Distribution ..................................................................................................................................................... 75
Official Statements ...................................................................................................................................................... 77
Legal Matters ............................................................................................................................................................... 77
General Information .................................................................................................................................................... 78

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PRESENTATION OF ECONOMIC, FINANCIAL AND STATISTICAL INFORMATION
Economic and financial data and statistical information provided in this offering memorandum may be
subsequently revised in accordance with our ongoing review of such data and information, and we are not obligated
to distribute such revised data and information to any investor. In addition, some economic and financial data and
statistical information presented herein include estimates and forecasts based on available data and, accordingly, are
subject to revision.

Unless otherwise indicated, estimates in this offering memorandum are estimates of our Ministry of
Finance, Ministry of Tourism, Department of Statistics or the Bermuda Monetary Authority. Unless otherwise
indicated, references to years are to the relevant calendar years. References to fiscal years are to our fiscal year,
which begins April 1 of each year and ends on March 31 of the following year (e.g., fiscal year 2009/2010 refers to
the fiscal year that began on April 1, 2009 and ended on March 31, 2010).

The Accountant General of the Ministry of Finance of the Government issues historical financial
statements of the Government's Consolidated Fund that are prepared in accordance with generally accepted
accounting principles in Canada and on an accrued accounting basis. These financial statements are prepared on a
different basis from the revenue/expenditure and debt information included in this offering memorandum, which
information is prepared on a modified cash basis. The financial statements as of and for the fiscal years ended
March 31, 2009 and 2008 are available on the Government's website at www.gov.bm. These financial statements
and any other information on the Government's website are not part of, or incorporated by reference in, this offering
memorandum.

In this offering memorandum, references to "GDP" are to gross domestic product. References to "real
GDP" are to real gross domestic product at constant 1996 prices (which is GDP at 1996 prices less net indirect
taxes); and references to "nominal GDP" are to nominal gross domestic product (which is GDP at current market
prices less net indirect taxes). Reference to "GDP per capita" are to nominal GDP divided by the mid-year average
population of the relevant year.

In this offering memorandum, references to dollars are to the U.S. dollar as well as the Bermudian dollar,
which is pegged to the U.S. dollar at an exchange rate of one U.S. dollar to one Bermudian dollar.

Totals in certain tables in this offering memorandum may differ from the sum of the individual items in
such tables due to rounding.

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FORWARD-LOOKING STATEMENTS
This offering memorandum contains certain forward-looking statements regarding the Government. All
statements relating to the Government, other than statements of historical fact, included or referenced in this offering
memorandum which address activities, events or developments that the Government expects or anticipates will or
may occur in the future are forward-looking statements. The words "will," "believe," "intend," "expect,"
"anticipate," "project," "estimate," "predict" and similar expressions are also intended to identify 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. However, actual results and developments may not conform
with expectations and predictions due to risks and uncertainties that could cause actual results to differ materially
from expectations, including, among others, the following:
· political, economic and other conditions in Bermuda and globally;
· our financial condition and budgeted revenues and expenditures, including, for example, our
ability to increase revenues and reduce expenditures;
· legislative, regulatory or administrative initiatives affecting businesses, including insurance
companies and other financial services businesses in Bermuda;
· changes in tax and other laws in the United States or Bermuda and other major financial centers
that may affect the attractiveness of financial services in Bermuda;
· economic conditions in the United States and the European Union that may result in lower demand
for financial services or tourism in Bermuda;
· declines in demand for financial services or tourism in Bermuda, due to competition from other
countries or otherwise;
· prevailing conditions in domestic, international and multilateral lending markets and domestic and
international capital markets that may affect our ability to finance budgetary requirements, to
refinance outstanding debt and other obligations or to finance new projects;
· weather, climatic or geological occurrences, particularly hurricanes and tropical storms;
· terrorism, particularly acts of terror outside of Bermuda that affect financial markets or tourism
within Bermuda;
· changes in interest rates or exchange rates;
· a reduction in our foreign currency reserves;
· the financial condition and liquidity of banks and other financial institutions in Bermuda;
· trade and tariff policies of Bermuda's trading partners;
· declines in tax revenues;
· revisions to economic, financial and statistical information; 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.

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SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information in this offering memorandum. In this offering memorandum, references to "we," "us," "our"
and "the Government" are to the Government of Bermuda, and references to "Bermuda" are to Bermuda, a self-
governing British Overseas Territory, in each case unless otherwise indicated.
Bermuda
Bermuda is a self-governing British Overseas Territory comprising the Bermudas or Somers Islands, an
archipelago of some 150 islands in the Atlantic Ocean about 570 nautical miles south-east of North Carolina.
Bermuda covers an area of approximately 21 square miles and has a population of approximately 64,395 as of July
1, 2009. Per capita nominal GDP in 2008 was $94,895, one of the highest in the world.

The economy of Bermuda is based primarily on international business and tourism. The largest
concentrations of international companies are involved in the insurance and financial services sectors. In 2008 (the
latest year for which official GDP is available), international companies and tourism, both of which are significant
sources of foreign exchange earnings, represented approximately 25.3% and approximately 5.1%, respectively, of
Bermuda's estimated nominal GDP of $6.1 billion or real GDP of $4.2 billion. International business and tourism
together represented an estimated approximately 73.1% of the total balance of current account receipts of foreign
exchange for 2009.

The Bermudian economy expanded 4.6% based on nominal GDP in 2008. Real GDP increased by 0.7%,
which was well below the five-year average of 3.9% for the 2004-2008 period. In comparison, the United States,
which is Bermuda's largest trading partner, experienced real GDP growth of 1.1% in 2008. The Ministry of Finance
estimates that Bermuda's real GDP may have contracted by as much as 2.5% in 2009. If the recovery in the United
States and other major economies around the world is sustained, Bermuda's economy should begin to see positive
GDP growth in the latter half of 2010 with a return to stronger growth in 2011. For 2010, the Ministry of Finance is
projecting growth in real GDP of between 0.5% and 1.0%.

On April 1, 2010, the Government amended the Government Loans Act 1978 to increase the legal limit on
loans and loan guarantees from $1 billion to $1.25 billion. At March 31, 2010, the Government had total debt
outstanding of $826 million. The amount of total debt does not include the following obligations: $0.8 million of
national education guarantees; the guarantee by the Government in respect of $200 million in aggregate liquidation
preference of preference shares issued on June 12, 2009 by the Bank of N.T. Butterfield & Son Limited, which
guarantee is for a period of ten years from the date of the issuance of the preference shares; a guarantee on a loan of
$10 million to the West End Development Corporation to facilitate the completion of the new sewage treatment
plant at the Royal Navy Dockyard; or an anticipated guarantee by the Government of the Bermuda Hospital Board's
payment streams related to the repayment of construction financing for a new hospital, estimated at $260 million
over a term of 30 years. This amount also does not reflect the estimated sinking fund balance of $50.7 million at
March 31, 2010. See "Bermuda Government Public Debt."

The Government currently holds long-term foreign currency credit ratings of `Aa2' from Moody's Investor
Services ("Moody's"), `AA' (negative outlook) from Standard and Poor's ("S&P"), and `AA+' from Fitch, Inc.
("Fitch").

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The Offering
Issuer ...........................................................................
Government of Bermuda.
Issue .............................................................................
$500,000,000 aggregate principal amount of 5.603%
Senior Notes due 2020 of the Government.
Maturity Date ...............................................................
July 20, 2020, unless earlier redeemed.
Interest Rate ................................................................
5.603% per year, accruing from July 20, 2010.
Interest Payment Dates ................................................
January 20 and July 20 of each year, commencing on
January 20, 2011.
Status; Ranking ............................................................
The notes will be general, direct, unconditional,
unsubordinated and unsecured obligations of the
Government. The notes will rank pari passu with all
other present and future unsecured and unsubordinated
indebtedness of the Government. The notes will be
backed by the full faith and credit of the Government.
See "Description of the Notes General Basic Terms"
and "Description of the Notes Covenants."
Additional Amounts .... ...............................................
Principal of and interest on the notes will be payable by
the Government without withholding or deduction for or
on account of withholding taxes. In the event that the
Government is required to withhold or deduct taxes,
duties, assessments or charges, the Government will,
subject to certain exceptions, pay such Additional
Amounts (as defined in the "Description of the Notes
Additional Amounts") as necessary to enable the holders
of the notes to receive the amounts after such
withholding or deduction which they would have
received absent such withholding or deduction. See
"Description of the Notes Additional Amounts."
Optional Redemption ...................................................
We may redeem the notes, in whole but not in part, at
any time by paying the greater of the outstanding
principal amount of the notes and a "make-whole"
amount, in each case plus accrued and unpaid interest.
See "Description of the Notes Optional Redemption."
Covenants ....................................................................
The indenture governing the notes contains covenants
restricting, among other things, the incurrence of Liens.
These covenants are, however, subject to significant
exceptions. See "Description of the Notes Covenants."
Use of Proceeds ...........................................................
The net proceeds from the issuance of the notes will be
used to repay existing debt, to fund capital expenditure
programs and for other budgeted governmental
purposes. See "Use of Proceeds."
Form ............................................................................
The notes will be issued in the form of global notes
without coupons registered in the name of a nominee of
The Depository Trust Company and its direct and
indirect participants, including Euroclear Bank

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S.A./N.V. and Clearstream Banking, société anonyme.
Denominations .............................................................
Each note will be issued in denominations of $100,000
and integral multiples of $1,000 in excess thereof.
Transfer Restrictions ....................................................
The notes have not been registered under the Securities
Act. The notes are subject to restrictions on transfer and
may only be offered in transactions exempt from or not
subject to the registration requirements of the Securities
Act. See "Transfer Restrictions."
Listing ..........................................................................
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. Application will also
be made to list the notes on the BSX.
Governing Law ............................................................
The notes and the indenture will be governed by, and
construed in accordance with, the laws of the State of
New York.
Trustee .........................................................................
The Bank of New York Mellon
CUSIP, ISIN and Common Code
................................

For the Rule 144A Notes, the CUSIP number is
38377HAA5, the ISIN number is US38377HAA59 and
the common code is 052736609.
For the Regulation S Notes, the CUSIP number is
G1035JAB4, the ISIN number is USG1035JAB47 and
the common code is 052736617.
Risk Factors .................................................................
See "Risk Factors" beginning on page 5 of this offering
memorandum for a discussion of factors that you should
carefully consider before deciding to invest in the notes.

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