Obligation Venezuella 10.75% ( US922646BJ29 ) en USD

Venezuella

100 % ⇌

Venezuela

US922646BJ29 ( en USD )

10.75% par an ( paiement semestriel )

19/09/2013 - Obligation échue

Prospectus brochure de l'obligation Venezuela US922646BJ29 en USD 10.75%, échue

1 000 USD

1 487 389 000 USD

922646BJ2

Le Venezuela est une république fédérale présidentielle d'Amérique du Sud, riche en ressources pétrolières mais confrontée à une crise économique et politique profonde.

L'Obligation émise par Venezuella ( Venezuela ) , en USD, avec le code ISIN US922646BJ29, paye un coupon de 10.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/09/2013

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424B5 1 w93437b5e424b5.htm BOLIVARIAN REPUBLIC OF VENEZUELA
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-112250
Prospectus Supplement to Prospectus Dated February 11, 2004

Bolivarian Republic of Venezuela
Offer to Exchange Its
U.S. Dollar-Denominated 10.75% Notes due 2013,
which have been registered under the Securities Act of 1933
(the "Exchange Notes")
for its Outstanding U.S. Dollar-Denominated 10.75% Notes due 2013
(CUSIP Nos. 922646 BH 6, P97475 AB 6, 922646 BK 9 and P97475 AC 4)
(the "Existing Notes")
Terms of the Exchange Offer
·
The exchange offer expires at 5:00 p.m., New York City time, on March 11, 2004, unless extended.

·
The Republic is offering to exchange the Existing Notes that it sold in private and offshore offerings for new registered
Exchange Notes.

·
The exchange offer is subject to certain customary conditions that the Republic may waive in its discretion. See "The
Exchange Offer-- Conditions".

·
The terms of the Exchange Notes are identical to the terms of the Existing Notes, except for the transfer restrictions,
registration rights and interest rate step-up provisions relating to the Existing Notes.

·
The Republic believes that the exchange of Exchange Notes for Existing Notes will not be a taxable exchange for U.
S. federal income tax purposes.
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·
You may withdraw tenders of Existing Notes at any time prior to the expiration of the exchange offer.

·
The Republic will not receive any proceeds from the exchange offer.

·
The Republic will pay all registration expenses incident to the exchange offer.

·
The Republic will make application to list the Exchange Notes on the Luxembourg Stock Exchange.

·
The Exchange Notes will be designated "Collective Action Securities", which will contain provisions regarding future
modifications to their terms that are different from those applicable to a substantial portion of Venezuela's outstanding
capital markets notes, bonds and debentures, including provisions that would permit Venezuela to amend the payment
provisions and certain other terms of the Exchange Notes with the consent of the holders of 85% of the aggregate
principal amount Outstanding of the Exchange Notes. For more information regarding such provisions, see
"Description of the Exchange Notes-- Meeting and Amendments; Collective Action Clauses" on page S-30.
The Republic is not making an offer to exchange Exchange Notes for Existing Notes in any jurisdiction where the offer is
not permitted.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities to be distributed in the exchange offer or determined that this prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 11, 2004.
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You should rely only on the information contained in this prospectus supplement and the accompanying
prospectus. The Republic has not authorized anyone to provide you with different or additional information. The
Republic is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. This
prospectus supplement and the accompanying prospectus may be used only where it is legal to sell these securities.
You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is
accurate only as of their respective dates. The financial condition and prospects of the Republic may have changed
since those dates.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-3
SUMMARY

S-4
USE OF PROCEEDS

S-11
THE EXCHANGE OFFER

S-12
DESCRIPTION OF THE EXCHANGE NOTES

S-22
TAXATION

S-36
PLAN OF DISTRIBUTION

S-40
VALIDITY OF THE SECURITIES

S-41
AUTHORIZED REPRESENTATIVE

S-41
WHERE YOU CAN FIND MORE INFORMATION

S-41
PROSPECTUS

Page
OFFICIAL STATEMENTS

3
ENFORCEMENT OF CIVIL LIABILITIES

3
FORWARD-LOOKING STATEMENTS

3
USE OF PROCEEDS

5
WHERE YOU CAN FIND ADDITIONAL INFORMATION

5
INVESTMENT CONSIDERATIONS

6
RECENT DEVELOPMENTS

12
PRINCIPAL ECONOMIC INDICATORS

19
BOLIVARIAN REPUBLIC OF VENEZUELA

20
LEGAL PROCEEDINGS

28
THE VENEZUELAN ECONOMY

29
PRINCIPAL SECTORS OF THE VENEZUELAN ECONOMY
63
THE FINANCIAL SYSTEM

93
PUBLIC FINANCE
101
PUBLIC DEBT
109
DESCRIPTION OF THE DEBT SECURITIES
118
BANCO CENTRAL UNDERTAKING
126
PLAN OF DISTRIBUTION
127
LEGAL MATTERS
129
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TABLES AND SUPPLEMENTARY INFORMATION
130
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must
acknowledge that it will deliver a prospectus and prospectus supplement in connection with any resale of those
Exchange Notes. The letter of transmittal relating to the exchange offer states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). This prospectus supplement and the accompanying
prospectus, as it may be additionally amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Notes received in exchange for Existing Notes where those Existing Notes were
acquired by that broker-dealer as a result of market-making activities or other trading activities. The Republic has
agreed that, for a period of 180 days after the expiration date of the exchange offer, it will make this prospectus
supplement and the accompanying prospectus available to any broker-dealer for use in connection with any resale of
that sort. See "Plan of Distribution".
S-2
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ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus and rely only on the
information contained therein. Both documents contain information you should consider when making your
investment decision. References in this prospectus supplement to the "Republic", "Venezuela", "we", "us" and "our"
are to the Bolivarian Republic of Venezuela.
The Republic is furnishing this prospectus supplement and the accompanying prospectus solely for use by
prospective investors in connection with their consideration of a purchase of the Exchange Notes.
S-3
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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying
prospectus. It is not complete and does not contain all the information that you should consider before offering
Existing Notes in exchange for Exchange Notes. You should read this entire prospectus supplement and the
accompanying prospectus carefully.
Summary of the Exchange Offer
On September 19, 2003, the Republic issued U.S.$700,000,000 aggregate principal amount of its 10.75% Notes
due 2013, referred to as the Initial Notes, in transactions not subject to the registration requirements of the Securities
Act and applicable state securities laws. Subsequently, on October 23, 2003, the Republic issued an additional U.S.
$858,523,000 aggregate principal amount of its 10.75% Notes due 2013, referred to as the Subsequent Notes, also in
transactions not subject to the registration requirements of the Securities Act and applicable state securities laws. We
refer to the Initial Notes and the Subsequent Notes collectively in this prospectus as the Existing Notes. This
exchange offer relates to the exchange of up to U.S.$1,558,523,000 aggregate principal amount of the Republic's
registered 10.75% Notes due 2013, which we refer to in this prospectus as the Exchange Notes, for an equal
aggregate principal amount of Existing Notes. The Exchange Notes will be the Republic's obligation and are entitled
to the benefits of the fiscal agency agreement described in "Description of the Exchange Notes".
The form and terms of the Exchange Notes are the same as the form and terms of the Existing Notes, except that
the Exchange Notes, because they have been registered under the Securities Act, are not subject to transfer
restrictions and will, therefore, not bear legends restricting their transfer. In addition, after completion of the
exchange offer, none of the Exchange Notes will be entitled to the contingent increases in the interest rate provided
by the initial registration rights agreement dated as of September 19, 2003, among the Republic, ABN AMRO
Incorporated and Citigroup Global Markets Inc., the initial purchasers in the offering of the Initial Notes, and the
subsequent registration rights agreement dated as of October 23, 2003, among the Republic, ABN AMRO
Incorporated and certain investors listed therein, the initial purchasers in the offering of the Subsequent Notes, which
agreements we collectively refer to in this prospectus supplement as the registration rights agreements. See "The
Exchange Offer".
Resale of the Exchange Notes
Based on an interpretation by the staff of the U.S. Securities and Exchange Commission, referred to as the SEC,
set forth in interpretive letters issued to third parties unrelated to the Republic, the Republic believes that the
Exchange Notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you
without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

·
you are acquiring the Exchange Notes in the ordinary course of your business;

·
you are not participating, do not intend to participate and have no arrangement or understanding with any
person to participate in the distribution of the Exchange Notes;

·
you are not an "affiliate" of the Republic; and
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·
you are not prohibited by any law or policy of the SEC from participating in the exchange offer.
If any of the foregoing is not true and you transfer any Exchange Note without delivering a prospectus meeting
the requirements of the Securities Act or without an exemption from the
S-4
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registration requirements of the Securities Act, you may incur liability under the Securities Act. The Republic does
not assume, or indemnify you against, this liability.
If you are a broker-dealer and receive Exchange Notes for your own account in exchange for Existing Notes
that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you
will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the
Exchange Notes. A broker-dealer may use this prospectus supplement and the accompanying prospectus for an offer
to resell, resale or other transfer of the Exchange Notes.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on March 11, 2004, unless the Republic
decides to extend the expiration date, in which case the term "expiration date" means the latest date and time to which
the Republic extends the exchange offer.
The Republic will accept for exchange any and all Existing Notes that you properly tender in the exchange offer
before 5:00 p.m., New York City time, on the expiration date. If the Republic decides for any reason not to accept any
Existing Notes you have tendered for exchange, those Existing Notes will be returned to you without cost promptly
after the expiration date.
Interest on the Exchange Notes
The Exchange Notes will accrue interest at 10.75% percent per year, beginning on the last date on which
interest was paid on the Existing Notes surrendered in the exchange offer. If no interest has been paid on the Existing
Notes, interest on the Exchange Notes will accrue from September 19, 2003. The Republic will pay interest on the
Exchange Notes on March 19 and September 19 of each year, commencing on March 19, 2004, through the maturity
date of September 19, 2013.
Termination of the Exchange Offer
The Republic may terminate the exchange offer and refuse to accept any Existing Notes for exchange if the
Republic determines that its ability to proceed with the exchange offer could be materially impaired due to:

·
any injunction, order or decree by any court or governmental agency, including a stop order by the SEC
with respect to the registration statement, or any new law, statute, rule or regulation;

·
any interpretation of the staff of the SEC of any existing law, statute, rule or regulation; or

·
the failure to obtain any necessary approvals of governmental agencies or holders of the Existing Notes.
Holders of Existing Notes will have certain rights against the Republic under the registration rights agreements
if it fails to complete the exchange offer.
Procedures for Tendering Existing Notes
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If you wish to tender your Existing Notes for exchange in the exchange offer, you must:

·
complete, sign and date the letter of transmittal, or a facsimile of it in accordance with the instructions
contained in the letter of transmittal and in this prospectus supplement; and

·
mail or otherwise deliver the letter of transmittal, or a copy, together with any other required documentation
to Deutsche Bank Trust Company Americas, as exchange agent, at the address set forth in the letter of
transmittal and in this prospectus supplement.
S-5
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