Obligation Uruguaya 5.1% ( US760942BA98 ) en USD

Uruguaya

100 % ▲

Uruguay

US760942BA98 ( en USD )

5.1% par an ( paiement semestriel )

17/06/2050

Prospectus brochure de l'obligation Uruguay US760942BA98 en USD 5.1%, échéance 17/06/2050

1 USD

3 947 000 000 USD

760942BA9

18/06/2026 ( Dans 128 jours )

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.

L'Obligation émise par Uruguaya ( Uruguay ) , en USD, avec le code ISIN US760942BA98, paye un coupon de 5.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/06/2050

424B5 1 rou424b5_0714.htm
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-189896 and 333-212464

PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED OCTOBER 19, 2015
República Oriental del Uruguay
US$400,000,000 4.375% Bonds due 2027
US$747,000,000 5.100% Bonds due 2050

Pursuant to this prospectus supplement, the Republic of Uruguay ("Uruguay") is offering 4.375% US$ Bonds due 2027 (the "2027
Bonds") and 5.100% US$ Bonds due 2050 (the "2050 Bonds" and together with the 2027 Bonds, the "Bonds").
Maturity
Fungibility
The 2027 Bonds will mature on October 27, 2027 and the 2050 Bonds
The 2027 Bonds will be a further issuance of, and will be
will mature on June 18, 2050. See "Description of the Bonds."
consolidated, form a single series, and be fully fungible with
Uruguay's outstanding 2027 Bonds issued in an aggregate principal
Principal
amount of US$1,700,000,000 on October 27, 2015. After giving effect
Principal on the 2027 Bonds will be repaid in three nominally equal
to the offering, the total amount outstanding of Uruguay's 2027 Bonds
installments on October 27, 2025, October 27, 2026 and at maturity.
will be US$2,100,000,000. The 2050 Bonds will be a further issuance
Principal on the 2050 Bonds will be repaid in three nominally equal
of, and will be consolidated, form a single series, and be fully fungible
installments on June 18, 2048, June 18, 2049 and at maturity.
with Uruguay's outstanding 2050 Bonds issued in an aggregate
principal amount of US$3,200,000,000 on June 18, 2014 and February
26, 2015. After giving effect to the offering, the total amount
outstanding of Uruguay's 2050 Bonds will be US$3,947,000,000.
Interest
Issuance
Interest on the 2027 Bonds will be payable in arrears on April 27 and
Issued through the book-entry system of The Depository Trust
October 27 of each year, commencing on October 27, 2016. Interest on
Company on or about July 20, 2016.
the 2050 Bonds will be payable in arrears on June 18 and December 18
of each year, commencing on December 18, 2016.
Status
Listing
Direct, unconditional and unsecured external indebtedness of Uruguay.
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.

The 2027 Bonds contain collective action clauses with provisions regarding future modifications to the terms of debt securities issued
under an indenture between Uruguay and The Bank of New York Mellon dated October 27, 2015 (the "2015 Indenture"). Under these provisions,
which differ from the terms of Uruguay's public foreign debt issued prior to October 27, 2015 (including the 2050 Bonds), and that are described
beginning on page 8 of the accompanying prospectus dated October 19, 2015, Uruguay may amend the payment provisions of any series of debt
securities (including the 2027 Bonds) and other reserve matters listed in the 2015 Indenture with the consent of the holders of: (1) with respect to a
single series of debt securities, more than 75% of the aggregate principal amount of the outstanding debt securities of such series; (2) with respect
to two or more series of debt securities, if certain "uniformly applicable" requirements are met, more than 75% of the aggregate principal amount of
the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series
of debt securities, whether or not the "uniformly applicable" requirements are met, more than 662/ % of the aggregate principal amount of the
3
outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal
amount of the outstanding debt securities of each series affected by the proposed modification, taken individually.
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

The 2050 Bonds contain collective action clauses with provisions regarding future modifications to the terms of debt securities issued
under an indenture dated May 29, 2003 among Uruguay, Banco Central del Uruguay ("Banco Central"), as financial agent to Uruguay, and The
Bank of New York Mellon (formerly The Bank of New York) (the "2003 Indenture" and together with the 2015 Indenture, "the Indentures"). Under
these provisions that are described under "Description of the Bonds¾2050 Bonds¾Modifications"), Uruguay may amend the payment provisions
of any series of debt securities (including the 2050 Bonds issued under the 2003 Indenture) and other reserve matters listed in the 2003 Indenture
with the consent of the holders of: (1) with respect to a single series of debt securities, 75% of the aggregate principal amount of the outstanding
debt securities of such series, and (2) with respect to two or more series of debt securities, 85% of the aggregate principal amount of the
outstanding debt securities of all series affected by the proposed modification and 662/ % in aggregate principal amount of the outstanding debt
3
securities of each affected series.

2027 Bonds

Per Bond(1)
Total
Public Offering Price (2)
107.295%
US$429,180,000
Underwriting Discount
0.095%
US$380,000
Proceeds, before expenses, to Uruguay
107.2%
US$428,800,000
_____________________
(1) As a percentage of principal amount.
(2) Plus accrued interest from April 27, 2016, to, but not including, July 20, 2016, totaling US$4,034,722.22 or US$10.0868 per US$1,000 principal amount of bonds, and
any additional interest from July 20, 2016 if settlement occurs after that date.

2050 Bonds

Per Bond(1)
Total
Public Offering Price (2)
102.832%
US$768,155,040
Underwriting Discount
0.095%
US$709,650
Proceeds, before expenses, to Uruguay
102.737%
US$767,445,390
_____________________
(1) As a percentage of principal amount.
(2) Plus accrued interest from June 18, 2016, to, but not including, July 20, 2016, totaling US$3,386,400.00 or US$4.5333 per US$1,000 principal amount of bonds, and
any additional interest from July 20, 2016 if settlement occurs after that date.

Investing in the Bonds involves risks. See "Risk Factors and Investment Considerations" beginning 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.
Any offer or sale of Bonds in any member state of the European Economic Area must be made pursuant to an exemption under
the Prospectus Directive from the requirement to publish a prospectus for offers of Bonds.

Joint Bookrunners
Barclays
BNP PARIBAS
J.P. Morgan

The date of this prospectus supplement is July 13, 2016.

TABLE OF CONTENTS
Page
Prospectus Supplement
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

INTRODUCTION
S-1
INCORPORATION BY REFERENCE
S-2
SCHEDULED DATA DISSEMINATION
S-2
CERTAIN DEFINED TERMS AND CONVENTIONS
S-2
SUMMARY OF THE OFFERING
S-3
RISK FACTORS AND INVESTMENT CONSIDERATIONS
S-6
USE OF PROCEEDS
S-8
DESCRIPTION OF THE BONDS
S-9
CLEARANCE AND SETTLEMENT
S-24
TAXATION
S-28
PLAN OF DISTRIBUTION
S-30
FORWARD-LOOKING STATEMENTS
S-35
GENERAL INFORMATION
S-36
Prospectus

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
1
DATA DISSEMINATION
1
USE OF PROCEEDS
2
DESCRIPTION OF THE SECURITIES
2
TAXATION
17
PLAN OF DISTRIBUTION
19
OFFICIAL STATEMENTS
20
VALIDITY OF THE SECURITIES
20
AUTHORIZED REPRESENTATIVE
21
WHERE YOU CAN FIND MORE INFORMATION
21

INTRODUCTION
This prospectus supplements the Republic of Uruguay's prospectus dated October 19, 2015, setting forth in general terms the
conditions of the securities of the Republic of Uruguay issued under the trust Indentures under which the Bonds will be issued and should
be read together with the 2015 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) 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 (the "2013 Registration Statement"), as amended by the Pre-Effective Amendment No. 1 filed with the SEC on July 29, 2013 and
also under Uruguay's registration statement (file no. 333-212464) filed with the SEC under the Securities Act on July 11, 2016 (the "2016
Registration Statement" and, together with the 2013 Registration Statement, the "Registration Statements"). The accompanying prospectus is part
of the 2013 Registration Statement, which became effective on July 30, 2013 and the 2016 Registration Statement, which became effective on
July 11, 2016. 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
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

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 Canada, Dubai International Financial Centre,
European Economic Area ("EEA"), Switzerland and the United Kingdom, see the section entitled "Plan of Distribution."
In relation to each member state of the EEA, this offer will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of Bonds.
This prospectus supplement has been prepared on the basis that any offer of Bonds in any member state of the EEA (each, an "EEA
Member State") will be made pursuant to an exemption under the Prospectus Directive

S-1

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 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 Directive 2010/73/EU) and includes any relevant implementing measure in the EEA Member State.
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 document, which Uruguay has filed with the SEC, is 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, 2015, filed with the SEC on July 12, 2016 (File
No. 333-07128) (the "2015 Annual Report").
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

Any person receiving a copy of this prospectus supplement may obtain, without charge and upon request, a copy of the above document
(including only the exhibits that are specifically incorporated by reference in it). Requests for such document should be directed to:
República Oriental del Uruguay
c/o Ministry of Economy and Finance
Colonia 1089 Third Floor
11.100 Montevideo
República Oriental del Uruguay
Fax No: +598-2-1712-2688
Attention: Debt Management Unit
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" or "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.

S-2

SUMMARY OF THE OFFERING
The information below presents a summary of certain terms of the 4.375 % US$ Bonds due 2027 and the 5.100 % US$ Bonds due 2050.
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 this prospectus supplement and the accompanying 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 2015 Indenture, the 2003 Indenture and the form of Bonds before making your investment decision. Uruguay filed the Indentures 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.
Indenture
The 2027 Bonds are being issued under the 2015 Indenture.
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

The 2050 Bonds are being issued under the 2003 Indenture.
Principal Amount
2027 Bonds: US$400,000,000.
2050 Bonds: US$400,000,000.
Issue Price
2027 Bonds: 107.295% of the principal amount, plus accrued interest from April 27, 2016, to, but not
including, July 20, 2016, totaling US$4,034,722.22, or US$10.0868 per US$1,000 principal amount of
bonds, and any additional interest from July 20, 2016 if settlement occurs after that date.
2050 Bonds: 102.832% of the principal amount, plus accrued interest from June 18, 2016, to, but not
including, July 20, 2016, totaling US$3,386,400.00, or US$4.5333 per US$1,000 principal amount of
bonds, and any additional interest from July 20, 2016 if settlement occurs after that date.
The 2027 Bonds will be a further issuance of, and will be consolidated, form a single series, and be
fully fungible with Uruguay's outstanding 2027 Bonds issued in an aggregate principal amount of
US$1,700,000,000 on October 27, 2015. After giving effect to the offering, the total amount
outstanding of Uruguay's 2027 Bonds will be US$2,100,000,000.
Fungibility
The 2050 Bonds will be a further issuance of, and will be consolidated, form a single series, and be
fully fungible with Uruguay's outstanding 2050 Bonds issued in an aggregate principal amount of
US$3,200,000,000 on June 18, 2014 and February 26, 2015. After giving effect to the offering, the
total amount outstanding of Uruguay's 2050 Bonds will be US$3,947,000,000.
Maturity
2027 Bonds: October 27, 2027.
2050 Bonds: June 18, 2050.
Payment of Principal
2027 Bonds: Principal will be repaid in three nominally equal installments on October 27,
2025, October 27, 2026, and at maturity.
2050 Bonds: Principal will be repaid in three nominally equal installments on June 18, 2048, June 18,
2049, and at maturity.

S-3

Payment of Interest
2027 Bonds: Amounts due in respect of interest will be accrued and paid semi-annually in arrears on
April 27 and October 27 of each year commencing on October 27, 2016.
2050 Bonds: Amounts due in respect of interest will be accrued and paid semi-annually in arrears on
June 18 and December 18 of each year, commencing on December 18, 2016.
Interest on the Bonds will be calculated on the basis of a 360-day year of twelve 30-day months.
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

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
2027 Bonds: All payments by Uruguay in respect of the Bonds will be made without withholding or
Amounts
deduction for or on account of any present or future taxes, duties, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of Uruguay or any political subdivision or
taxing authority or agency therein or thereof having the power to tax (for purposes of this paragraph, a
"relevant tax") except as set forth in "Description of the Debt Securities--Additional Amounts" in the
accompanying prospectus.
2050 Bonds: 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--2050 Bonds¾Additional Amounts" in this prospectus supplement.
Further Issues
2027 Bonds: Uruguay may from time to time, without the consent of holders of the debt securities of a
series, create and issue additional debt securities having the same terms and conditions as the debt
securities of such series in all respects, except for issue date, issue price and the first payment on the
debt securities; provided, however, that any additional debt securities subsequently issued shall be
issued, for U.S. federal income tax purposes, either (a) as part of the "same issue" as the debt
securities, (b) in a "qualified reopening" of the debt securities; or (c) with no greater amount of original
issue discount than the previously outstanding debt securities as of the date of the issue of such
additional debt securities, unless such additional debt securities have a separate CUSIP, ISIN or other
identifying number from the previously outstanding debt securities. Such additional debt securities will
be consolidated with and will form a single series with the previously outstanding debt securities.
2050 Bonds: Uruguay may without the consent of holders create and issue additional securities with the
same terms and conditions as the 2050 Bonds (or the same except for the amount of the first interest
payment) so long as the additional securities are consolidated and form a single series with the
outstanding 2050 Bonds.

Governing Law and Jurisdiction
New York.
Settlement Date
July 20, 2016.
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.

S-4

Taxation
For a discussion of U.S. federal tax consequences associated with the Bonds, see "Taxation--United
States Federal Taxation" in this prospectus supplement and "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
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

of the Bonds.
Trustee
The Bank of New York Mellon (formerly The Bank of New York).
Luxembourg Listing Agent
The Bank of New York Mellon (Luxembourg) S.A.

S-5

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 accompanying
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 and "Description of the Bonds--2050 Bonds¾Jurisdiction, Consent to Service,
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

Enforcement of Judgments and Immunities from Attachment" in this prospectus supplement.
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.
Risk Factors and Investment Considerations Relating to Uruguay
Uruguay's economy remains vulnerable to external shocks that could be caused by significant economic difficulties of Uruguay's
major regional trading partners, particularly Brazil and Argentina, or by more general "contagion" effects, including those precipitated by the
United Kingdom's impending departure from the European Union. Such external shocks and "contagion" effects 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.
Weak, flat or negative economic growth of any of Uruguay's major trading partners, such as Brazil and Argentina could adversely affect
Uruguay's balance of payments and, consequently, economic growth.
The economy of Brazil, one of Uruguay's largest export markets and one of the main sources of imports, is currently experiencing
heightened negative pressure due to the uncertainties stemming from the ongoing political crisis. The Brazilian economy contracted by 3.8%
during 2015, mainly due to a 8.3% decrease in industrial production. In addition, the Brazilian currency lost approximately 47.0% of its value
relative to the U.S. dollar in 2015. Although the Brazilian real appreciated by approximately 8.9% between January 1 and May 31, 2016, a further
deterioration of economic conditions in Brazil may reduce demand for Uruguay exports. While the impact of Brazil's downturn on Uruguay cannot
be predicted, there can be no assurance that the Brazilian political and economic crisis could have further negative impact on Uruguay's economy.
Uruguay's economy may be affected by "contagion" effects. International investors' reactions to events occurring in one developing
country sometimes appear to follow a "contagion" pattern, in which an entire region or investment class is disfavored by international investors.
Uruguay's economy may also be affected by conditions in developed economies, such as the United States, that are significant trading
partners of Uruguay or have influence over world economic cycles. For example, if interest rates increase significantly in developed economies,
including the United States and Europe, Uruguay and its developing economy trading partners, such as Brazil and Argentina could find it more
difficult and expensive to borrow capital and refinance existing debt, which could adversely affect economic growth in those countries. The United
Kingdom held a referendum on June 23, 2016 in which a majority voted for the United Kingdom's withdrawal from the European Union (the
"Brexit"). In order to effect the Brexit, a process of negotiation will determine the future terms of the United Kingdom's relationship with the
European Union. Depending on the terms of Brexit, if any, the United Kingdom could lose access to the single European Union market and to the
global trade

S-6

deals negotiated by the European Union on behalf of its members. The effects of the Brexit vote and the perceptions as to the impact of the
withdrawal of the United Kingdom from the European Union may adversely affect business activity and economic and market conditions in the
United Kingdom, the Eurozone and globally, and could contribute to instability in global financial and foreign exchange markets. In addition,
Brexit could lead to additional political, legal and economic instability in the European Union.
Decreased growth on the part of Uruguay's trading partners could have a material adverse effect on the markets for Uruguay's exports
and, in turn, adversely affect economic growth.
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
https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

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.

S-7

USE OF PROCEEDS
The net proceeds to Uruguay from the sale of the Bonds will be approximately US$1,196,125,390, after deduction of the underwriting
discount and of certain expenses payable by Uruguay estimated at US$120,000 in the aggregate. Uruguay intends to use the net proceeds of the
sale of the Bonds for general purposes of the government, including financial investment and refinancing, repurchase and amortizing domestic and
external indebtedness.

https://www.sec.gov/Archives/edgar/data/102385/000090342316001158/rou424b5_0714.htm[7/15/2016 9:14:55 AM]

Document Outline

#1">
- #1">