Obligation Andina Corporación de Desarrollo 4.375% ( US219868BS46 ) en USD

Andina Corporación de Desarrollo

100 % ▼

Venezuela

US219868BS46 ( en USD )

4.375% par an ( paiement semestriel )

14/06/2022 - Obligation échue

Prospectus brochure de l'obligation Corporación Andina de Fomento US219868BS46 en USD 4.375%, échue

1 000 USD

1 500 000 000 USD

219868BS4

NR

NR

La Corporación Andina de Fomento (CAF) est une banque de développement multilatérale qui finance des projets d'infrastructure et de développement en Amérique latine et dans les Caraïbes.

L'Obligation émise par Andina Corporación de Desarrollo ( Venezuela ) , en USD, avec le code ISIN US219868BS46, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2022

L'Obligation émise par Andina Corporación de Desarrollo ( Venezuela ) , en USD, avec le code ISIN US219868BS46, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Andina Corporación de Desarrollo ( Venezuela ) , en USD, avec le code ISIN US219868BS46, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 d348634d424b3.htm 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-180499

We wil pay interest on the notes on June 15 and December 15 of each year. Interest wil accrue on the notes from
and including June 15, 2012, and the first interest payment wil be made on December 15, 2012. We may not redeem
the notes prior to their maturity on June 15, 2022. There is no sinking fund for these notes.
CAF wil apply to the Financial Services Authority in its capacity as competent authority pursuant to Part VI of the
Financial Services and Markets Act 2000 (the "UK Listing Authority") for the notes to be admitted to the official list of the
UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for the
notes to be admitted to trading on the London Stock Exchange's Regulated Market. No assurance can be given by CAF
that such applications wil be approved. The London Stock Exchange's Regulated Market is a regulated market for the
purposes of Directive 2004/39/EC.

Proceeds to
Underwriting
Corporación
Price to
Discounts and
Andina de

Public(1)

Commissions

Fomento(1)

Per Note

99.225%

0.25%

98.975%
Total

$595,350,000
$ 1,500,000
$593,850,000

(1) Plus accrued interest, if any, from June 15, 2012.
Neither the United States Securities and Exchange Commission ("SEC") nor any other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or
the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the notes in book-entry form only through The Depository Trust Company wil be made on or about June
15, 2012.

The date of this prospectus supplement is June 7, 2012.
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

S-2 ABOUT THIS PROSPECTUS

1

FORWARD-LOOKING INFORMATION

S-3 FORWARD-LOOKING INFORMATION

2

SUMMARY OF THE OFFERING

S-4 CORPORACIÓN ANDINA DE FOMENTO

3

USE OF PROCEEDS

S-7 LEGAL STATUS OF CAF

3

STOCKHOLDERS' EQUITY

S-8 USE OF PROCEEDS

4

DESCRIPTION OF THE NOTES

S-9 CAPITALIZATION AND INDEBTEDNESS

4

GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES S-13
CAPITAL STRUCTURE

5

UNDERWRITING

S-14
SELECTED FINANCIAL INFORMATION

11
VALIDITY OF THE NOTES

S-18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12
OPERATIONS OF CAF

17
FUNDED DEBT

27
DEBT RECORD

29
ASSET AND LIABILITY MANAGEMENT

30
ADMINISTRATION

30
THE FULL MEMBER SHAREHOLDER COUNTRIES

34
DESCRIPTION OF THE DEBT SECURITIES

36
DESCRIPTION OF THE GUARANTEES

40
TAXATION

41
PLAN OF DISTRIBUTION

45
VALIDITY OF THE DEBT SECURITIES

46
VALIDITY OF THE GUARANTEES

46
EXPERTS

46
AUTHORIZED REPRESENTATIVE

46
WHERE YOU CAN FIND MORE INFORMATION

47
INDEX TO FINANCIAL STATEMENTS

F-1
SUPPLEMENTARY INFORMATION (UNAUDITED) AS OF
DECEMBER 31, 2011

S-1

You should rely only on the information contained in this document or to which we have referred you. We have not authorized
anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or
(ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (as so amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only
with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In connection with the issue of the notes, HSBC Securities (USA) Inc. and HSBC Bank plc. as the Stabilizing Manager(s) (or
persons acting on behalf of any Stabilizing Manager(s)) may over-allot notes or effect transactions with a view to supporting the
market price of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing
Manager(s) (or persons acting on behalf of the Stabilizing Manager(s)) will undertake stabilization action. Any stabilization action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of the
allotment of the notes. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing Manager(s) (or
person(s) acting on behalf of any Stabilizing Manager(s)) in accordance with all applicable laws and rules.

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ABOUT THIS PROSPECTUS SUPPLEMENT
The notes described in this prospectus supplement are debt securities of Corporación Andina de Fomento, or CAF, that are
being offered under a registration statement filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933,
as amended (the "Securities Act"). The accompanying prospectus is part of that registration statement.
The accompanying prospectus provides you with a general description of the debt securities that we may issue, and this
prospectus supplement contains specific information about the terms of this offering and the notes. This prospectus supplement also
may add, update or change information provided in the accompanying prospectus. Consequently, before you invest, you should read
this prospectus supplement together with the accompanying prospectus.
The registration statement, any post-effective amendments to the registration statement and their various exhibits contain
additional information about CAF, the notes and other matters. All these documents may be inspected at the offices of the Securities
and Exchange Commission. Certain terms that we use but do not define in this prospectus supplement have the meanings we give them
in the accompanying prospectus.
CAF, having made all reasonable inquiries, confirms that this prospectus supplement and the accompanying prospectus contain
all the information regarding CAF and the notes which is (in the context of the issue of the notes) material; that such information is
true and accurate in all material respects and is not misleading in any material respect; and that this prospectus supplement and the
accompanying prospectus do not omit to state any material fact necessary to make such information not misleading in any material
respect. CAF accepts responsibility for the information contained in this prospectus supplement and the accompanying prospectus.
Except as otherwise specified, all amounts in this prospectus supplement are expressed in United States dollars ("dollars," "$,"
"U.S.$" or "U.S. dollars").
Laws in certain jurisdictions may restrict the distribution of this prospectus supplement and the accompanying prospectus and
the offering of our notes. You should inform yourself about and observe these restrictions. See "Underwriting" in this prospectus
supplement.

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FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus may contain forward-looking statements. Statements that are not
historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are
identified by words such as "believe", "expect", "anticipate", "should" and words of similar meaning.
Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future events and actual financial and other results may differ materially from the
results discussed in the forward-looking statements. Therefore, you should not place undue reliance on them. Factors that might cause
such a difference include, but are not limited to, those discussed in this prospectus supplement and the accompanying prospectus, such
as the effects of economic or political turmoil in one or more of our shareholder countries.

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SUMMARY OF THE OFFERING
You should read the following summary information in conjunction with the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying prospectus.
Issuer
Corporación Andina de Fomento
Securities Offered
4.375% Notes due 2022
Interest Payments
We will pay interest twice a year on June 15 and December 15 to holders of
the notes listed in the fiscal agent's records (which we expect to be the
depository or the custodian) on the preceding May 31 and November 30. The
first interest payment will be made on December 15, 2012. We will pay
interest on the notes on the basis of a 360-day year comprised of twelve
30-day months.
Not Redeemable
We may not redeem the notes prior to their maturity on June 15, 2022.
Form and Denominations
The notes will be issued in the form of a global note held by the depositary or
the depositary's custodian. You will hold your interest in the global note
through a financial institution that has an account with the depositary.
Generally, you will not be entitled to have notes registered in your name, you
will not be entitled to certificates representing your notes and you will not be
considered a holder of a note under the fiscal agency agreement. You may
hold your interest in the global note in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. See "Description of the Notes -- Form
and Denominations".
Payment of Principal and Interest
We will pay interest and the principal amount of your notes in U.S. dollars.
As long as the notes are in the form of the global note, we will pay interest
and principal through the facilities of the depositary. See "Description of the
Notes -- Payments on the Notes".
No Sinking Fund
There is no sinking fund for the notes.
Additional Amounts
We will make payments to you without withholding or deducting taxes, duties,
assessments or other similar governmental charges imposed by the full
member shareholder countries or any of their political subdivisions or
agencies having the power to tax, unless the withholding or deduction of those
taxes, duties, assessments or charges is required by law. In that event, with
certain exceptions, we will pay such additional amounts as may be necessary
so that the net amount you receive after such withholding or deduction will
equal the amount that you would have received without a withholding or
deduction. (See "Description of the Debt Securities -- Additional Payments
by CAF" on page 39 in the accompanying prospectus.) Under the terms of the
Constitutive Agreement, we are exempt from all taxes and tariffs on income,
properties or assets, and from any liability involving payment, withholding or
collection of any taxes in the full member shareholder countries. See "Legal
Status of CAF" on page 3 in the accompanying prospectus.

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Status
The notes are not secured by any of our property or assets. Accordingly, your
ownership of our notes means you are one of our unsecured creditors. The
notes rank equally with all of our other unsecured indebtedness, as described
in the accompanying prospectus. See "Description of the Debt Securities --
General" on page 36 in the accompanying prospectus.
Negative Pledge
The notes will contain a restriction on our ability to pledge or mortgage our
assets. See "Description of the Debt Securities -- Negative Pledge" on page
38 in the accompanying prospectus.
Default
You will have certain rights if an event of default occurs and is not cured by
us as described in the accompanying prospectus, including the right to declare
your notes to be immediately due and payable. See "Description of the Debt
Securities -- Default; Acceleration of Maturity" on page 38 in the
accompanying prospectus.
Further Issuances and Exchange Offer
We may from time to time, without the consent of existing holders of the notes,
create and issue additional notes having the same terms and conditions as the
notes offered hereby, except for the issue date, the offering price and, if
applicable, the date of first payment of interest on the additional notes. Any
such additional notes will form a single series with the notes offered hereby,
provided, however, that if such additional notes are not fungible with the
notes offered hereby for U.S. federal income tax purposes, the additional
notes will be issued under a separate CUSIP number.

In addition, we intend to invite holders of certain of our outstanding debt
securities, subject to certain conditions, to submit offers to exchange such
securities for additional notes that will form a single series and be fully
fungible with the notes offered hereby (the "Exchange Offer"). The aggregate
principal amount of notes that CAF may issue in connection with the

Exchange Offer may equal, but is not expected to exceed, $500,000,000. This
amount remains subject to modification by CAF in its sole discretion. Details
of the Exchange Offer will be contained in a separate prospectus supplement.
We reserve the right, in our sole discretion, not to launch the Exchange Offer
or, if the Exchange Offer is launched, not to accept tenders for, or issue, for
any reason, additional notes.
Fiscal Agent
The notes will be issued under a fiscal agency agreement between CAF and
The Bank of New York Mellon (as successor-in-interest to JPMorgan Chase
Bank, N.A.), which serves as fiscal agent, paying agent, transfer agent and
registrar.
Taxation
For a discussion of the full member shareholder country and United States tax
consequences of the notes, see "Taxation -- Full Member Shareholder
Country Taxation" and "-- United States Taxation" beginning on page 41 in
the accompanying prospectus. You should consult your own tax advisors to
determine the foreign and U.S. federal, state, local and any other tax
consequences to you in connection with your purchase, ownership and
disposition of the notes.

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Listing
Application will be made to the UK Listing Authority for the notes to be
listed on its Official List and to the London Stock Exchange for the notes to be
admitted to trading on its Regulated Market. No assurance can be given by
CAF that such applications will be approved.
Governing Law
The notes will be governed by the laws of the State of New York.

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USE OF PROCEEDS
We will use the net proceeds of the sale of the notes for general corporate purposes, including funding of our lending operations.

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CORPORACIÓN ANDINA DE FOMENTO (CAF)
SUPPLEMENTARY INFORMATION (UNAUDITED)
STOCKHOLDERS' EQUITY
A summary of the changes in subscribed and paid-in capital as at December 31, 2011, 2010, 2009, 2008 and 2007 follows:

Number of Shares

Amounts

Series "A" Series "B" Series "C" Series "A"
Series "B" Series "C"
Total

At December 31, 2007
5

351,546 50,204
6,000

1,757,730 251,020 2,014,750
Capitalization of additional paid-in
capital
--

14,103

2,001

--

70,515

10,005

80,520

Issued for cash
--

622

15,610
--

3,110

78,050

81,160

At December 31, 2008
5

336,271 67,815
6,000

1,831,355 339,075 2,176,430
Capitalization of additional paid-in
capital
--

15,972

4,044

--

79,860

20,200

100,080

Issued for cash
--

583

41,244
--

2,915

206,220 209,135

At December 31, 2009
5

382,826 113,103 6,000

1,914,130 565,515 2,485,645
Capitalization of additional paid-in
capital
--

30,403

5,089

--

152,015

25,445

177,460

Exchanged shares
--

50,695

(50,695) --

253,475

(253,475) --

Issued for cash
3

12,858

16,589
3,600

64,290

82,945

150,835

At December 31, 2010
8

476,782 84,086
9,600

2,383,910 420,430 2,813,940
Capitalization of additional paid-in
capital
--

40,237

3,039

--

201,185

15,195

216,380

Exchanged shares
--

63,106

(63,106) --

315,530

(315,530) --

Issued for cash
2

19,891

19,438
2,400

99,455

97,190

199,045

At December 31, 2011
10

600,016 43,457
12,000

3,000,080 217,285 3,229,365

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DESCRIPTION OF THE NOTES
This prospectus supplement describes the terms of the notes in greater detail than the accompanying prospectus and may
provide information that differs from the accompanying prospectus. If the information in this prospectus supplement differs
from the accompanying prospectus, you should rely on the information in this prospectus supplement.
General
We describe the price, interest and payment terms of the notes on the cover and in the summary of this prospectus supplement.
We will issue the notes under a fiscal agency agreement, dated as of March 17, 1998, between us and The Bank of New York
Mellon (as successor-in-interest to JPMorgan Chase Bank, N.A.), as fiscal agent.
This description of the notes includes summaries of our understanding of certain customary rules and operating procedures of
The Depository Trust Company, or "DTC", that affect transfers of interests in the global note. DTC may amend its customary rules and
operating procedures after the date of this prospectus supplement.
The notes are not secured by any of our property or assets. Accordingly, your ownership of notes means you are one of our
unsecured creditors. The notes are not subordinated in right of payment to any of our other unsecured debt obligations and therefore
they rank equally with all our other unsecured and unsubordinated indebtedness. "Indebtedness" means all indebtedness of CAF in
respect of monies borrowed by us and guarantees given by us for monies borrowed by others.
The issuance by CAF from time to time of its debt securities has been authorized by the resolutions of the Executive President of
CAF dated March 27, 2012, and a further resolution dated June 7, 2012, pursuant to powers delegated to the Executive President by
Resolution No. 1966/2011 of the Board of Directors of CAF dated November 29, 2011.
Form and Denominations
The Global Note
We will issue the notes in the form of one or more global debt securities (which we refer to collectively as the "global note")
registered in the name of Cede & Co., as nominee of DTC. The global note will be issued:

· only in fully registered form, and

· without interest coupons.
You may hold beneficial interests in the global note directly through DTC if you have an account at DTC, or indirectly through
organizations that clear through or maintain a custodial relationship with a DTC account holder, either directly or indirectly.
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), are indirect participants in DTC, and therefore participants in Euroclear and Clearstream, Luxembourg
will hold beneficial interests in the global notes indirectly at DTC.
What is a Global Security? A global security (such as the global note) is a special type of security held in the form of a
certificate by a depositary for the investors in a particular issue of securities. The aggregate principal amount of the global security
equals the sum of the principal amounts of the issue of securities it represents. The depositary or its nominee is the sole legal holder
of the global security. The beneficial interests of investors in the issue of securities are represented in book-entry form in the
computerized records of the depositary. If investors want to purchase securities represented by a global security, they must do so
through brokers, banks or other financial institutions that have an account with the depositary. In the case of the notes, DTC will act as
depositary and Cede & Co. will act as DTC's nominee.
Special Investor Considerations for Global Securities. Because you, as an investor, will not be a registered legal holder of
the global note, your rights relating to the global note will be governed by the account rules

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