Obligation Uruguaya 4.5% ( US760942AZ58 ) en USD

Uruguaya

100 % ▼

Uruguay

US760942AZ58 ( en USD )

4.5% par an ( paiement semestriel )

13/08/2024 - Obligation échue

Prospectus brochure de l'obligation Uruguay US760942AZ58 en USD 4.5%, échue

1 USD

2 000 000 000 USD

760942AZ5

L'Uruguay est une république parlementaire d'Amérique du Sud, connue pour son économie stable, son système démocratique robuste et sa culture riche influencée par l'Europe et l'Amérique latine.

Le présent document analyse un instrument obligataire souverain, identifié par le code ISIN US760942AZ58 et le code CUSIP 760942AZ5, émis par la République Orientale de l'Uruguay, un pays d'Amérique du Sud reconnu sur les marchés financiers internationaux pour sa relative stabilité économique et sa gestion prudente de la dette publique, ce qui lui permet d'accéder aux marchés de capitaux mondiaux pour financer ses besoins budgétaires et de développement, ce titre de créance ayant été libellé en dollars américains (USD) avec un taux de coupon nominal de 4,5% et un montant principal total de l'émission s'élevant à 2 000 000 000 USD, la taille minimale d'acquisition étant fixée à une unité; arrivée à sa date de maturité, le 13 août 2024, cette obligation, qui prévoyait des versements d'intérêts semi-annuels, a été intégralement remboursée à 100% de sa valeur nominale, attestant ainsi de la pleine exécution de ses engagements par l'émetteur.

Prospectus Supplement
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424B5 1 d579111d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-189896

PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED JULY 30, 2013

US$2,000,000,000

4.500% Bonds due 2024

Pursuant to this prospectus supplement, the Republic of Uruguay ("Uruguay") is offering 4.500% US$ Bonds due 2024 (the "Bonds").

Maturity
Status
The Bonds will mature on August 14, 2024. See "Description of the Bonds."

Direct, unconditional and unsecured external indebtedness of Uruguay.
Principal
Issuance
Principal will be repaid in three nominally equal installments on August 14,
Issued through the book-entry system of The Depository Trust Company on or
2022, August 14, 2023 and at maturity.

about August 14, 2013.
Interest
Listing
Interest will be payable in arrears on February 14 and August 14 of each year,
Application will be made to admit the Bonds to the Luxembourg Stock
commencing on February 14, 2014.
Exchange and to have the Bonds admitted to trading on the Euro MTF Market

of the Luxembourg Stock Exchange.

The Bonds contain collective action clauses with provisions regarding future modifications to the terms of debt securities issued under the indenture. Under those
provisions, which are described on page 8 of the prospectus and page S-22 of this prospectus supplement, modifications affecting the reserve matters listed in the
indenture, including modifications to payment and other important terms, may be made to a single series of debt securities issued under the indenture with the consent of
the holders of 75% of the aggregate principal amount outstanding of that series, and to multiple series of debt securities issued under the indenture with the consent of
the holders of 85% of the aggregate principal amount outstanding of all series that would be affected and 66 2/3% in aggregate principal amount outstanding of each
affected series.

Per Bond¹

Total

Public Offering Price2

99.833%
US$1,996,660,000
Underwriting Discount

0.095%

US$
1,900,000
Proceeds, before expenses, to Uruguay

99.738%
US$1,994,760,000
1
As a percentage of principal amount.
2
You will also pay accrued interest from August 14, 2013 if settlement occurs after that date.

Investing in the Bonds involves risks. See "Risk Factors and Investment Considerations" on page S-6 of this prospectus supplement.

Neither the United States Securities and Exchange Commission 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 prospectus to which it relates. Any representation to the contrary is a criminal offense.

Joint Bookrunners

Deutsche Bank Securities

HSBC
The date of this prospectus supplement is August 6, 2013.
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TABLE OF CONTENTS

Page
Prospectus Supplement

INTRODUCTION

S-1
INCORPORATION BY REFERENCE

S-2
SCHEDULED DATA DISSEMINATION

S-3
CERTAIN DEFINED TERMS AND CONVENTIONS

S-3
SUMMARY OF THE OFFERING

S-4
RISK FACTORS AND INVESTMENT CONSIDERATIONS

S-6
USE OF PROCEEDS

S-8
RECENT DEVELOPMENTS

S-9
DESCRIPTION OF THE BONDS

S-21
CLEARANCE AND SETTLEMENT

S-27
TAXATION

S-31
PLAN OF DISTRIBUTION

S-32
Conflicts of Interest

S-32
FORWARD-LOOKING STATEMENTS

S-38
GENERAL INFORMATION

S-39
Prospectus

ABOUT THIS PROSPECTUS

1

FORWARD-LOOKING STATEMENTS

1

DATA DISSEMINATION

2

USE OF PROCEEDS

2

DESCRIPTION OF THE SECURITIES

3

TAXATION

17

PLAN OF DISTRIBUTION

19

OFFICIAL STATEMENTS

21

VALIDITY OF THE SECURITIES

21

AUTHORIZED REPRESENTATIVE

21

WHERE YOU CAN FIND MORE INFORMATION

22

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INTRODUCTION
This prospectus supplements the Republic of Uruguay's prospectus dated July 30, 2013, setting forth in general terms the conditions of the securities of
the Republic of Uruguay issued under the trust indenture under which the Bonds will be issued and should be read together with the 2012 Annual Report (as
defined below) and Amendment No. 1 to the 2012 Annual Report (as defined below).
The Bonds that Uruguay issues in the United States are being offered under Uruguay's registration statement (file no. 333-189896) (the "Registration Statement")
filed with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act") on July 11, 2013 as
amended by the Pre-Effective Amendment No. 1 filed with the SEC on July 29, 2013. The accompanying prospectus is part of the Registration Statement, which became
effective on July 30, 2013. The accompanying prospectus provides you with a general description of the debt securities that Uruguay may offer. This prospectus
supplement contains specific information about the terms of the Bonds and may add or change information provided in the accompanying prospectus. Consequently, you
should read this prospectus supplement together with the accompanying prospectus, as each contains information regarding Uruguay, the Bonds and other matters. You
can inspect these documents at the office of the SEC listed in this prospectus supplement under "General Information--Where You Can Find More Information."
Uruguay has not authorized anyone else to provide you with different information. Uruguay and the underwriters are offering the Bonds only in jurisdictions where it is
lawful to do so.
Uruguay is furnishing this prospectus supplement and the prospectus solely for use by prospective investors in connection with their consideration of a purchase
of the Bonds. Uruguay confirms that:

· the information contained in this prospectus supplement and the accompanying prospectus is true and correct in all material respects and is not misleading;

· it has not omitted other facts the omission of which makes this prospectus supplement and the accompanying prospectus as a whole misleading; and

· it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying prospectus.
The Bonds are offered for sale in the United States and other jurisdictions where it is legal to make these offers. The distribution of this prospectus supplement
and the accompanying prospectus, and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus
supplement and the accompanying prospectus come and investors in the Bonds should inform themselves about and observe any of these restrictions. This prospectus
supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to
make such offer or solicitation. Accordingly, no Bonds may be offered or sold, directly or indirectly, and neither this prospectus supplement nor any offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the
underwriters have represented that all offers and sales by them will be made on the same terms. Persons into whose possession this prospectus supplement comes are
required by Uruguay and the underwriters to inform themselves about and to observe any such restriction. In particular, there are restrictions on the distribution of this
prospectus supplement and the offer or sale of Bonds in Austria, Bahamas, Belgium, Canada, Denmark, European Economic Area ("EEA"), France, Germany, Hong
Kong, Italy, Luxembourg, Netherlands, Switzerland and the United Kingdom, see the section entitled "Plan of Distribution".
In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in
that Member State within the meaning of the Prospectus Directive.

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This prospectus supplement has been prepared on the basis that any offer of Bonds in any Member State of the EEA (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Bonds. Accordingly any person making or
intending to make any offer within the EEA of Bonds which are the subject of the offering contemplated in this prospectus supplement may only do so in circumstances
in which no obligation arises for Uruguay or any of the underwriters to publish a prospectus a prospectus pursuant to Article 3 of the Prospectus Directive in relation to
such offer. Neither Uruguay nor the underwriters have authorized, nor do they authorize, the making of any offer (other than Permitted Public Offers) of Bonds in
circumstances in which an obligation arises for Uruguay or the underwriters to publish a prospectus for such offer.
For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This prospectus supplement 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 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to
as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged
in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus supplement or any of its contents.
INCORPORATION BY REFERENCE
Documents Filed with the SEC
The SEC allows Uruguay to incorporate by reference some information that Uruguay files with the SEC. Uruguay can disclose important information to you by
referring you to those documents. The following documents, which Uruguay has filed or will file with the SEC, are considered part of and incorporated by reference in
this prospectus supplement and any accompanying prospectus with the exception of documents incorporated therein:

· Uruguay's annual report on Form 18-K for the year ended December 31, 2012 (the "2012 Annual Report"), filed with the SEC on July 9, 2013 (File

No. 333-07128); and

· Amendment No. 1 on Form 18-K/A to the 2012 Annual Report, filed with the SEC on July 29, 2013 (the "Amendment No. 1 to the 2012 Annual Report")

(File No. 333-07128).
Any person receiving a copy of this prospectus supplement may obtain, without charge and upon request, a copy of any of the above documents (including only
the exhibits that are specifically incorporated by reference in them). Requests for such documents should be directed to:
República Oriental del Uruguay
c/o Ministry of Economy and Finance
Colonia 1089--Third Floor
11100 Montevideo
República Oriental del Uruguay
Fax No.: 598-2-1712-2716
Attention: Ms. Azucena Arbeleche

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SCHEDULED DATA DISSEMINATION
Uruguay is a subscribing member of the International Monetary Fund's ("IMF") Special Data Dissemination Standard or SDDS. See "Data Dissemination" in the
accompanying prospectus. Precise dates or "no-later-than-dates" for the release of data by Uruguay under the SDDS are disseminated in advance through the Advance
Release Calendar, which is published on the Internet under the International Monetary Fund's Dissemination Standards Bulletin Board located at http://dsbb.imf.org.
Neither the government nor the underwriters acting on behalf of Uruguay in connection with the offer and sale of securities as contemplated in this prospectus
supplement accept any responsibility for information included on that website, and its contents are not intended to be incorporated by reference into this prospectus
supplement.
CERTAIN DEFINED TERMS AND CONVENTIONS
Currency of Presentation
Unless otherwise stated, Uruguay has converted historical amounts translated into U.S. dollars ("U.S. dollars", "dollars" or "US$") or pesos ("pesos,"
"Uruguayan pesos" and "Ps.") at historical annual average exchange rates. Translations of pesos to dollars have been made for the convenience of the reader only and
should not be construed as a representation that the amounts in question have been, could have been or could be converted into dollars at any particular rate or at all.

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SUMMARY OF THE OFFERING
The information below presents a summary of certain terms of the 4.500% US$ Bonds due 2024 (the "Bonds"). This summary must be read as an
introduction to this prospectus supplement and prospectus and any decision to invest in the Bonds should be based on a consideration of the prospectus
supplement and prospectus as a whole, including the documents incorporated by reference. This summary does not contain all of the information that may be
important to you as a potential investor in the Bonds. You should read the indenture and the form of Bonds before making your investment decision. Uruguay
has filed the indenture and the form of Bonds with the SEC and will also file copies of these documents at the offices of the trustee.

Issuer
The Republic of Uruguay.

Banco Central
Banco Central del Uruguay.

Indenture
The Bonds are being issued under a trust indenture dated as of May 29, 2003.

Principal Amount
US$2,000,000,000.

Issue Price
99.833% of the principal amount plus interest accrued from August 14, 2013, if settlement occurs
after that date.

Maturity
August 14, 2024.

Payment of Principal
Principal will be repaid in three nominally equal installments on August 14, 2022, August 14, 2023
and at maturity.

Payment of Interest
Amounts due in respect of interest will be accrued and paid semi-annually in arrears on February 14
and August 14 of each year, commencing on February 14, 2014. Interest on the Bonds will be
calculated on the basis of a 360-day year of twelve 30-day months.

Form and Settlement
Uruguay will issue the Bonds in the form of one or more fully registered global securities, without
interest coupons. No Bonds will be issued in bearer form.

Denominations
Uruguay will issue the Bonds only in minimum denominations of US$1.00 and integral multiples of
US$1.00 in excess thereof.

Withholding Tax and Additional Amounts
Uruguay will make payments of principal and interest in respect of the Bonds without withholding or
deducting for or on account of any present or future Uruguayan taxes, duties, assessments or
governmental charges of whatever nature except as set forth in "Description of the Bonds--
Additional Amounts."

Further Issues
Uruguay may, from time to time, without your consent, create and issue further debt securities having
the same terms as and ranking equally with the Bonds in all respects and such further debt securities
will be consolidated and form a single series with the Bonds.

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Governing Law and Jurisdiction
New York.

Settlement Date
August 14, 2013.

Listing
Application will be made to admit the Bonds to the Luxembourg Stock Exchange and to have the
Bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Taxation
For a discussion of U.S. federal tax consequences associated with the Bonds, see "Taxation" in the
accompanying prospectus. For a discussion of Uruguayan tax consequences associated with the
Bonds, see "Taxation--Uruguayan Income Tax Consequences" in this prospectus supplement and
"Taxation" in the accompanying prospectus. You should consult your own tax advisors regarding the
possible tax consequences under the laws of jurisdictions that apply to you and to your ownership
and disposition of the Bonds.

Trustee
The Bank of New York Mellon.

Luxembourg Listing Agent
The Bank of New York Mellon (Luxembourg) S.A.

Conflicts of Interest
As described in the "Use of Proceeds," some of the net proceeds of this offering may be used to fund
our purchase of the Old Bonds. An affiliate of the B&D Bank for the Offer to Purchase may be a
holder of certain of the Old Bonds as set forth in the Offer to Purchase and may receive 5% or more
of the proceeds from this offering. Because of the manner in which the net proceeds are being used,
this offering will be conducted in accordance with FINRA Rule 5121. In accordance with that rule,
the appointment of a "qualified independent underwriter" is not necessary in connection with this
offering because the securities offered hereby are investment grade rated. Accordingly, this offering
is being made in compliance with the requirements of FINRA Rule 5121. Additionally, client
accounts over which the B&D Bank has investment discretion are not permitted to purchase the
Bonds, either directly or indirectly, without the specific written approval of the accountholder.

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RISK FACTORS AND INVESTMENT CONSIDERATIONS
An investment in the Bonds involves a significant degree of risk. Investors are urged to read carefully the entirety of the prospectus together with this prospectus
supplement and to note, in particular, the following considerations.
Risk Factors and Investment Considerations Relating to the Bonds
Enforcement of Civil Liabilities; Waiver of Sovereign Immunity.
Uruguay is a foreign sovereign state. Consequently, it may be difficult for you or the trustee to obtain or enforce judgments of courts in the United States or
elsewhere against Uruguay. See "Description of the Securities--Jurisdiction, Consent to Service, Enforcement of Judgments and Immunities from Attachment," in the
accompanying prospectus.
Market for the Bonds.
Uruguay has been advised by the underwriters that the underwriters may make a market in the Bonds but they are not obligated to do so and may discontinue
market making at any time without notice. Application will be made to admit the Bonds to the Luxembourg Stock Exchange and to have the Bonds admitted to trading on
the Euro MTF Market of the Luxembourg Stock Exchange. No assurance can be given as to the liquidity of the trading market for the Bonds. The price at which the
Bonds will trade in the secondary market is uncertain.
Recent federal court decisions in New York create uncertainty regarding the meaning of ranking provisions and could potentially reduce or hinder the
ability of sovereign issuers to restructure their public sector debt.
In ongoing litigation in federal courts in New York captioned NML Capital, Ltd. v. Republic of Argentina, the U.S. Court of Appeals for the Second Circuit has
ruled that the ranking clause in bonds issued by Argentina prevents Argentina from making payments in respect of the bonds unless it makes pro rata payments in respect
of defaulted debt that ranks pari passu with the performing bonds. The judgment has been appealed.
We cannot predict when or in what form a final appellate decision will be granted. Depending on the scope of the final decision, a final decision that requires
ratable payments could potentially hinder or impede future sovereign debt restructurings and distressed debt management unless sovereign issuers obtain the requisite
creditor consents under their debt, pursuant to a collective action clause, such as the collective action clause contained in the Bonds, if applicable, or otherwise. See
"Description of the Bonds--Modifications." Uruguay cannot predict whether or in what manner the courts will resolve this dispute or how any such judgment will be
applied or implemented.
Risk Factors and Investment Considerations Relating to Uruguay
Uruguay's economy remains vulnerable to external shocks and to adverse developments affecting its major trading partners or by more general
"contagion" effects, which could have a material adverse effect on Uruguay's economic growth and its ability to rely on the international capital markets as a
source of financing.
Investment in emerging market economies generally poses a greater degree of risk than investment in more mature market economies because the economies in the
developing world are more susceptible to destabilization resulting from international and domestic developments. Uruguay's economy remains vulnerable to external
shocks, including those relative to or similar to the global economic crisis that began in 2008 and the recent uncertainties surrounding European sovereign debt.
Uruguay's economy is also vulnerable to adverse developments affecting its principal trading partners. A significant decline in the economic growth of any of Uruguay's
major trading partners could have a material adverse impact on Uruguay's balance of trade and adversely affect Uruguay's economic growth.

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In addition, because reactions of "international investors" to events occurring in one market, particularly emerging markets, frequently appear to demonstrate a
"contagion" effect, in which an entire region or class of investment is disfavored by international investors, Uruguay could be adversely affected by negative economic
or financial developments in other markets. Furthermore, the ongoing instability affecting the European financial markets could adversely affect investors' confidence in
other markets, such as Uruguay.
There can be no assurance that external shocks and uncertainties affecting members of the European Union or similar events will not negatively affect investor
confidence in emerging markets or the economies of the principal countries in Latin America. These events, as well as economic and political developments affecting
the economies of Uruguay's principal trading partners, may adversely affect Uruguay's ability to raise capital in the external debt markets in the future, as well as its
economic condition.
Domestic factors could lead to a reduced growth and decrease of foreign investment in Uruguay.
Adverse domestic factors, such as domestic inflation, high domestic interest rates, exchange rate volatility and political uncertainty, could lead to lower growth
in Uruguay, declines in foreign direct and portfolio investment and potentially lower international reserves. In addition, any of these factors may adversely affect the
liquidity of, and trading markets for, Uruguay's bonds.

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USE OF PROCEEDS
The net proceeds to Uruguay from the sale of the Bonds will be approximately US$1,994,700,000, after deduction of underwriting discounts and commissions
and of certain expenses payable by Uruguay estimated at US$60,000 in the aggregate. Uruguay intends to use a portion of the net proceeds of the sale of the Bonds for
liability management transactions, which may include payment of the purchase price for certain outstanding bonds of Uruguay (the "Old Bonds") that Uruguay may
purchase pursuant to its offer to purchase for cash on the terms and subject to the conditions set forth in an offer to purchase, dated August 6, 2013 (the "Offer to
Purchase"), and the balance for the general purposes of the government, including financial investment and the refinancing, repurchase or retiring of domestic and
external indebtedness.

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