Obbligazione Equateur 9.65% ( XS1535071986 ) in USD

Equateur

100 USD ⇌

Ecuador

XS1535071986 ( in USD )

9.65% per anno ( pagato 2 volte l'anno)

13/12/2026

Prospetto opuscolo dell'obbligazione Ecuador XS1535071986 en USD 9.65%, scadenza 13/12/2026

200 000 USD

1 791 000 000 USD

13/06/2026 ( In 125 giorni )

L'Ecuador è un paese sudamericano caratterizzato da una grande biodiversità, dalla Cordigliera delle Ande e dalla costa pacifica con le Isole Galápagos.

The Obbligazione issued by Equateur ( Ecuador ) , in USD, with the ISIN code XS1535071986, pays a coupon of 9.65% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 13/12/2026

OFFERING CIRCULAR

The Republic of Ecuador
U.S.$750,000,000
9.650% Notes due 2026
The Republic of Ecuador (the "Republic" or "Ecuador") is offering U.S.$750,000,000 aggregate principal amount of its
9.650% Notes due 2026 (the "Notes"). Interest on the Notes will be payable semi-annually in arrears on June 13 and
December 13 of each year commencing June 13, 2017. The Notes will mature on December 13, 2026.
The Notes will contain provisions, commonly known as "collective action clauses," regarding acceleration of the Notes and
voting on future amendments, modifications and waivers to the terms and conditions of the Notes. These provisions, which are
described in the sections entitled "Description of the Notes -- Events of Default" and "Description of the Notes --
Modifications Collective Action," differ from those applicable to certain of the Republic's outstanding External Indebtedness
(as defined herein). Under such provisions, the Republic may: (a) amend the payment provisions of the Notes and certain other
reserved matters with the consent of the holders of 75% of the aggregate amount of the outstanding Notes and other non-
reserved matters with the consent of the holders of 66% of the aggregate amount of the outstanding Notes; (b) make reserved
matter modifications affecting two or more series of debt securities with the consent of (x) holders of at least 66% of the
aggregate principal amount of the outstanding debt securities of all series that would be affected by that reserved matter
modification (taken in aggregate) and (y) holders of more than 50% of the aggregate principal amount of the outstanding debt
securities of each affected series (taken individually); or (c) make reserved matter modifications affecting two or more series
of debt securities with the consent of holders of at least 75% of the aggregate principal amount of the outstanding debt
securities of all affected series (taken in aggregate), provided that the Uniformly Applicable condition is satisfied, as more
fully described in "Description of the Notes Modifications Collective Action."
Except as described herein, payments on the Notes will be made without deduction for or on account of withholding taxes
imposed by the Republic. There is currently no public market for the Notes. Application has been made to list the Notes on
the Official List of the Luxembourg Stock Exchange and to have the Notes admitted to trading on the Euro MTF Market.
This Offering Circular constitutes a prospectus for the purpose of the Luxembourg Law dated July 10, 2005 on prospectuses
for securities, as amended. The Notes are and will be issued in registered form and, in limited circumstances, definitive form
in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
See "Risk Factors" beginning on page 23 regarding certain risk factors you should consider before investing in the
Notes.
___________________
Price: 100.000%
plus accrued interest, if any, from December 13, 2016

Delivery of the Notes will be made on or about December 13, 2016.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act").
The Notes may not be sold within the United States or to U.S. persons except to qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A under the Securities Act and offered and sold to
certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified
that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A under the Securities Act.
The Notes will be represented by one or more permanent global notes in fully registered form without interest coupons,
deposited with a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream"). Beneficial interests of Euroclear participants in the global notes will be shown on, and transfers thereof
between Euroclear participants will be effected only through, records maintained by Euroclear and its direct and indirect
participants, including Clearstream Banking, société anonyme. See "Book-Entry Settlement and Clearance."
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA")
THAT HAS IMPLEMENTED DIRECTIVE 2003/71 EC (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED
TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
Lead Manager and Global Coordinator
Citigr
oup
The date of this Offering Circular is December 13, 2016.

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IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE REPUBLIC AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND THE RISKS INVOLVED.
You should rely only on the information contained in this Offering Circular or to which the Republic
of Ecuador has referred you. Ecuador has not, and the Lead Manager has not, authorized anyone to provide
you with information that is different from the information contained in this Offering Circular. This Offering
Circular may only be used where it is legal to sell these Notes. The information in this Offering Circular may
only be accurate on the date of this Offering Circular.
This Offering Circular may only be used for the purposes for which it has been published.

_________________

TABLE OF CONTENTS

Page

PRESENTATION OF INFORMATION ................................................................................................................. v
FORWARD-LOOKING STATEMENTS ............................................................................................................... v
ARBITRATION AND ENFORCEABILITY ........................................................................................................ vii
EXCHANGE RATE INFORMATION ................................................................................................................... x
OFFERING CIRCULAR SUMMARY AND RECENT DEVELOPMENTS ........................................................... 1
THE OFFERING ................................................................................................................................................. 15
RISK FACTORS .................................................................................................................................................. 24
Risk Factors Relating to the Notes........................................................................................................... 24
Risk Factors Relating to Ecuador ............................................................................................................ 26
USE OF PROCEEDS ........................................................................................................................................... 35
THE REPUBLIC OF ECUADOR ......................................................................................................................... 36
Territory, Population and Society ............................................................................................................ 36
Historical Background ............................................................................................................................ 38
Form of Government .............................................................................................................................. 39
Memberships in International Organizations and International Relations .................................................. 41
THE ECUADORIAN ECONOMY ....................................................................................................................... 43
Gross Domestic Product .......................................................................................................................... 43
Economic and Social Policies.................................................................................................................. 45
Strategic Sectors of the Economy ............................................................................................................ 53
Other Sectors of the Economy ................................................................................................................. 64
LEGAL PROCEEDINGS ..................................................................................................................................... 72
BALANCE OF PAYMENTS AND FOREIGN TRADE ....................................................................................... 78
Balance of Payments ............................................................................................................................... 78
Current Account ..................................................................................................................................... 82
Capital and Financial Account ................................................................................................................ 83
Foreign Trade ......................................................................................................................................... 84
Regional Integration ............................................................................................................................... 86
Foreign Direct Investment ....................................................................................................................... 90
MONETARY SYSTEM ....................................................................................................................................... 92
The Central Bank .................................................................................................................................... 92
Financial Sector ...................................................................................................................................... 93
Banking System ...................................................................................................................................... 98
Banking Sector ..................................................................................................................................... 101
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Cooperative Banks ................................................................................................................................ 102
Capital Markets .................................................................................................................................... 103
Interest Rates and Money Supply .......................................................................................................... 103
Inflation ................................................................................................................................................ 106
PUBLIC SECTOR FINANCES .......................................................................................................................... 108
Overview .............................................................................................................................................. 108
Non-Financial Public Sector Revenues and Expenditures ...................................................................... 111
Central Government Revenues and Expenditures ................................................................................... 112
Taxation and Customs........................................................................................................................... 114
Foreign Aid .......................................................................................................................................... 116
Central Government Expenditures ......................................................................................................... 116
2015, 2016, and 2017 Budgets .............................................................................................................. 116
PUBLIC DEBT .................................................................................................................................................. 118
General ................................................................................................................................................. 118
External Debt ....................................................................................................................................... 119
Internal Debt......................................................................................................................................... 122
Debt Obligations ................................................................................................................................... 124
DESCRIPTION OF THE NOTES ...................................................................................................................... 128
SUBSCRIPTION AND SALE ............................................................................................................................ 144
BOOK-ENTRY SETTLEMENT AND CLEARANCE ....................................................................................... 150
Global Notes......................................................................................................................................... 150
Exchanges between the Global Notes .................................................................................................... 150
Book-Entry Procedures for the Global Notes ......................................................................................... 151
Certificated Notes ................................................................................................................................. 152
TRANSFER RESTRICTIONS ........................................................................................................................... 153
TAXATION ....................................................................................................................................................... 156
Ecuador Taxation .................................................................................................................................. 156
VALIDITY OF THE NOTES ............................................................................................................................. 160
GENERAL INFORMATION ............................................................................................................................. 161

________________

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The Notes will be general, direct, unsecured, unsubordinated and unconditional obligations of Ecuador, will
be backed by the full faith and credit of Ecuador and will rank equally in terms of priority with Ecuador's External
Indebtedness (other than Excluded Indebtedness), as defined in "Description of the Notes", provided, that, such
ranking is in terms of priority only and does not require that Ecuador make ratable payments on the Notes with
payments made on its other External Indebtedness.
The Notes will be issued in registered form only. Notes sold in offshore transactions in reliance on
Regulation S under the Securities Act ("Regulation S") will be represented by one or more permanent global notes
in fully registered form without interest coupons (the "Regulation S Global Note") and Notes sold in the United
States to qualified institutional buyers (each a "qualified institutional buyer") as defined in, and in reliance on,
Rule 144A under the Securities Act ("Rule 144A") will be represented by one or more permanent global notes in
fully registered form without interest coupons (the "Restricted Global Note" and, together with the Regulation S
Global Note, the "Global Notes"), in each case deposited with a common depositary for, and registered in the
nominee name of a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") for the respective accounts at
Euroclear as such subscribers may direct. Beneficial interests of Euroclear participants (as defined under "Book-
Entry Settlement and Clearance") in the Global Notes will be shown on, and transfers thereof between Euroclear
participants will be effected only through, records maintained by Euroclear and its direct and indirect participants,
including Clearstream. See "Book-Entry Settlement and Clearance." Except as described herein, definitive Notes
will not be issued in exchange for beneficial interests in the Global Notes. See "Description of the Notes
Definitive Notes." For restrictions on transfer applicable to the Notes, see "Transfer Restrictions" and "Subscription
and Sale."
The Republic has taken reasonable care to ensure that the information contained in this Offering Circular is
true and correct in all material respects and not misleading as of the date hereof, and that, to the best of the
knowledge and belief of the Republic, there has been no omission of information which, in the context of the issue
of the Notes, would make this Offering Circular as a whole or any information included in this Offering Circular,
misleading in any material respect. The Republic accepts responsibility accordingly.
This Offering Circular does not constitute an offer by, or an invitation by or on behalf of, the Republic or
the Lead Manager to subscribe to or purchase any of the Notes. Each recipient shall be deemed to have made its own
investigation and appraisal of the financial condition of the Republic. The distribution of this Offering Circular or
any part of it and the offering, possession, sale and delivery of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Offering Circular comes are required by the Republic and the Lead Manager
to inform themselves about and to observe any such restrictions. See "Subscription and Sale" and "Transfer
Restrictions" for a description of further restrictions on the offer, sale and delivery of Notes, the distribution of this
Offering Circular, and other offering material relating to the Notes.
Each purchaser of Notes sold outside the United States in reliance on Regulation S will be deemed to have
represented that it is not purchasing Notes with a view to distribution thereof in the United States.
Each person purchasing Notes pursuant to Rule 144A will be deemed to:
· represent that it is purchasing the Notes for its own account or an account with respect to which it
exercises sole investment discretion and that it or such account is a qualified institutional buyer (as
defined in Rule 144A); and
· acknowledge that the Notes have not been and will not be registered under the Securities Act or any
State securities laws and may not be reoffered, resold, pledged or otherwise transferred except as
described under "Transfer Restrictions."
Each person purchasing Notes pursuant to Rule 144A also acknowledges that:
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· it has been afforded an opportunity to request from the Republic and to review, and it has received, all
additional information considered by it to be necessary to verify the accuracy of the information herein
and acknowledges that the preliminary and final offering circulars supersede any other information or
presentation regarding the Republic;
· it has not relied on the Lead Manager or any person affiliated with the Lead Manager in connection
with its investigation of the accuracy of the information contained in this Offering Circular or its
investment decision; and
· no person has been authorized to give any information or to make any representation concerning the
Republic or the Notes other than those contained in this Offering Circular and, if given or made, such
information or representation should not be relied upon as having been authorized by the Republic or
the Lead Manager.
IN CONNECTION WITH THIS ISSUANCE OF NOTES, THE LEAD MANAGER MAY, ITSELF
OR THROUGH ITS AFFILIATES, OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE
OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL WHICH MIGHT NOT
OTHERWISE PREVAIL IN THE OPEN MARKET, TO THE EXTENT PERMITTED BY APPLICABLE
LAWS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
PRESENTATION OF INFORMATION
Unless otherwise specified or the context requires, references to "U.S. dollars," "$" and "U.S.$" are to
United States dollars.
References to the "Republic" and "Ecuador" are to the Republic of Ecuador, references to the "Government"
are to the Government of the Republic of Ecuador and the use of the term "Governmental" shall be with regards to
the Government of the Republic of Ecuador.
References to "FOB" are to exports free on board and to "CIF" are to imports including cost, insurance and
freight charges.
References to laws that are "published" are to laws that have been approved by the National Assembly and
confirmed by the President.
Certain figures included in this Offering Circular have been rounded for ease of presentation. Percentage
figures included in this Offering Circular have not in all cases been calculated on the basis of such rounded figures
but on the basis of such amounts prior to rounding.
Certain economic and financial data in this Offering Circular is derived from information previously
published by Banco Central del Ecuador (the "Central Bank") and other Governmental entities of Ecuador. This
data is subject to correction and change in subsequent publications.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains certain forward-looking statements (as such term is defined in the
Securities Act) concerning the Republic. These statements are based upon beliefs of certain Government officials
and others as well as a number of assumptions and estimates that are inherently subject to significant uncertainties,
many of which are beyond the control of the Republic. Future events may differ materially from those expressed or
implied by such forward-looking statements. Such forward-looking statements include information contained in the
sections "Offering Circular Summary and Recent Developments," "The Republic of Ecuador," "The Ecuadorian
Economy," "Balance of Payments and Foreign Trade," "Monetary System," "Public Sector Finances" and "Public
Debt" as well as:
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External factors, such as:
· lower petroleum and mineral prices, which could adversely affect Ecuador's economy, fiscal accounts and
International Reserves (defined herein);
· damage to and volatility in the international capital markets for emerging markets issuers caused by
economic conditions in other emerging markets and the international capital markets generally, which
could affect Ecuador's ability to engage in planned borrowing;
· changes in import tariffs and exchange rates of other countries, which could harm Ecuador's exports and,
as a consequence, have a negative impact on the growth of Ecuador's economy;
· recession or low growth in the economies of Ecuador's trading partners, particularly of the United States
and the European Union, which could lead to fewer exports and affect Ecuador's growth;
· a deterioration in relations between Ecuador and other countries in the region or other disruptions to
Ecuador's international relations;
· changes in credit rating of the Republic;
· the impact of changes in the international price of commodities;
· higher international interest rates, which could increase Ecuador's debt service requirements and require a
shift in budgetary expenditures toward additional debt service; and
· terrorist attacks in the United States or elsewhere, acts of war, or any general slowdown in the global
economy.
Internal factors, such as:
· social and political unrest in Ecuador;
· Ecuador's ability to continue to attract foreign investment;
· continued public support for Ecuador's current economic policies;
· Ecuador's level of domestic debt;
· general economic and business conditions in Ecuador; and
· other factors identified or discussed under "Risk Factors."
In addition, in those and other portions of this Offering Circular, the words "anticipates," "believes,"
"contemplates," "estimates," "expects," "plans," "intends," "projections" and similar expressions, as they relate to
the Republic, are intended to identify forward-looking statements.
Undue reliance should not be placed on forward-looking statements, which are based on current
expectations. Forward-looking statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions. Future results may differ materially from those expressed in forward-looking
statements. Many of the factors that will determine these results and values are beyond the Republic's ability to
control or predict. Because of the risks and uncertainties involved, an investment decision based on the estimates
and forward-looking statements should not be made. All forward-looking statements and risk factors included in this
Offering Circular are made as of the date on the front cover of this Offering Circular, based on information available
to the Republic as of such date, and Ecuador assumes no obligation to update any forward-looking statement or risk
factor.
vi

ARBITRATION AND ENFORCEABILITY
The Republic is a sovereign state. Consequently, it may be difficult for investors to obtain or realize upon
judgments in the courts of the United States or otherwise to enforce the Republic's obligations under the Notes.
Under its Constitution, the Republic recognizes arbitration, mediation and other alternative dispute resolution
proceedings for the resolution of controversies. The Republic has not consented to the jurisdiction of any court in
connection with actions arising out of relating to or having any connection with the Notes and has submitted itself to
arbitration under the LCIA Rules (as defined below), which allow state courts to decide certain matters as described
below. See "Description of the Notes Sovereign Immunity." The Republic has agreed to the following arbitration
provisions (which shall be governed by English law) as part of the terms and conditions of the Notes:
(a)
Any dispute, controversy or claim of any nature arising out of, relating to or having any
connection with the Indenture, including any dispute as to the existence, validity, interpretation,
performance, breach, termination or consequences of the nullity of the Indenture (a "Dispute")
where the Republic is either a party, claimant, respondent or otherwise is necessary thereto, will
not be referred to a court of any jurisdiction and will instead be referred to and finally resolved by
arbitration under the Rules of the London Court of International Arbitration ("LCIA") ("LCIA
Rules") as at present in force as modified by the Indenture, in which LCIA Rules are deemed to be
incorporated by reference. In particular:

(i)
There will be three arbitrators.

(ii)
Each arbitrator will be an English or New York qualified lawyer of at least 15 years'
standing with experience in relation to international banking or capital markets disputes.
At least one of those arbitrators will be a lawyer qualified in New York.

(iii)
If there are two parties to the Dispute, each party will be entitled to nominate one
arbitrator. If there are multiple claimants and/or multiple respondents, all claimants
and/or all respondents will attempt to agree upon their respective nomination(s) such that
the claimants will together be entitled to nominate one arbitrator and the respondents will
together be entitled to nominate one arbitrator. If any such party or multiple parties fail
to nominate an arbitrator within thirty (30) days from and including the date of receipt of
the relevant request for arbitration, an arbitrator will be appointed on their behalf by the
LCIA Court in accordance with the LCIA Rules and applying the criteria at clause (ii)
above. In such circumstances, any existing nomination or confirmation of the arbitrator
chosen by the party or parties on the other side of the proposed arbitration will be
unaffected, and the remaining arbitrator(s) will be appointed in accordance with the
LCIA Rules.

(b)
The third arbitrator and chairman of the arbitral tribunal will be appointed by the LCIA Court in
accordance with the LCIA Rules and applying the criteria at clause (ii) above.

(c)
The seat, or legal place, of arbitration will be London, England.

(d)
The language to be used in the arbitration will be English. The arbitration provisions contained in
the Indenture will be governed by English law.

(e)
Without prejudice to any other mode of service allowed by law, the Republic thereby appoints
Law Debenture Corporate Services Limited, with its registered office at 5/F, 100 Wood Street,
EC2V 7EX, London, England (the "Process Agent") as its agent under the Indenture for service of
process in relation to any proceedings before the English courts in relation to any arbitration
contemplated by the Indenture or in relation to recognition or enforcement of any such arbitral
award obtained in accordance with the Indenture.

vii

If the Process Agent is unable to act as the Republic's agent under the Indenture for the service of process,
the Republic must immediately (and in any event within ten (10) days of the event taking place) appoint another
agent (a "Replacement Agent") on terms acceptable to the Trustee.

The Republic agrees that failure by the Process Agent or, as applicable, a Replacement Agent, to notify the
Republic of the process will not invalidate the proceedings concerned.

Under the terms of the Notes, each holder of the Notes is deemed to have agreed to the use of arbitration
under the Rules of the LCIA to resolve any dispute, controversy or claim of any nature arising out of, relating to or
having any connection with the Notes. Accordingly, any court proceedings brought against the Republic by a holder
of the Notes (other than to enforce an arbitration award) may be stayed in favor of arbitration.

The Republic has not waived sovereign immunity in relation to the Notes. The Republic has, however,
undertaken not to invoke any defence on the basis of any kind of immunity, for itself and/or its assets, which do not
constitute "Immune Property" in respect of legal actions or proceedings in connection with the Notes.

"Immune Property," in accordance with the provisions of the laws of the Republic, means:

(a)
any property which is used or designated for use in the performance of the functions of the
diplomatic mission of Ecuador or its consular posts;
(b)
aircraft, naval vessels and other property of a military character or used or designated for use in
the performance of military functions;
(c)
property forming part of the cultural heritage of Ecuador or part of its archives;
(d)
unexploited natural non-renewable resources in Ecuador;
(e)
funds managed in the national Treasury Account (defined herein);
(f)
assets and resources comprising available monetary reserves of Ecuador;
(g)
public domain assets used for providing public services in Ecuador;
(h)
national assets located in the territory of Ecuador and belonging to the Republic, such as streets,
bridges, roads, squares, beaches, sea and land located over 4,500 meters above sea level;
(i)
accounts of the Central Bank, whether they are held abroad or locally; and
(j)
public entities' deposits with the Central Bank, whether they are maintained abroad or locally.
The decision of any arbitral tribunal shall be final to the fullest extent permitted by law. The Republic
submits to the jurisdiction of any Ecuadorian court or of any court outside the Republic in connection with a
properly obtained arbitral award, and such an arbitral award may be enforced in any jurisdiction in accordance with
the New York Convention on the Recognition and Enforcement of Arbitral Awards 1958. The Republic also submits
to the jurisdiction of the English courts in connection with any proceedings invoking the supervisory jurisdiction of
those courts in relation to an arbitration conducted pursuant to the Indenture.

Any award rendered by an arbitral tribunal properly constituted under the Purchase Agreement, the
Indenture or the Notes (as the case may be), would be enforceable against the Republic after an homologation
process before a Provincial Civil Court of Justice, without re-examination of the issues, provided that it complies
with the requirements established in the treaty between Ecuador and the country in which such award has been
rendered, or in the absence of such treaty, when the formalities set forth in Articles 104, 105 and 106 and other
relevant provisions of the General Code of Procedure are met.
viii

The Indenture contains a further provision which provides that any dispute between the Trustee and the
holders of the Notes only, will be subject to the non-exclusive jurisdiction of the courts of New York. This provision
is as follows:

Any Dispute between the Trustee and any holders or holders only and where the Republic is not a party,
claimant, respondent or otherwise is necessary thereto, will be subject to the non-exclusive jurisdiction of
any New York state or United States federal court sitting in the Borough of Manhattan, the City of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the
Indenture (except actions or proceedings arising under or in connection with U.S. federal and state
securities laws), and the Trustee and the holders hereby irrevocably submit to such jurisdiction and agree
that all claims in respect of such Dispute may be heard and determined in such New York state or United
States federal court.

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