Obligation Bermudes 4.138% ( USG10367AA14 ) en USD

Bermudes

100 % ▼

Bermudes

USG10367AA14 ( en USD )

4.138% par an ( paiement semestriel )

03/01/2023 - Obligation échue

Prospectus brochure de l'obligation Bermuda USG10367AA14 en USD 4.138%, échue

200 000 USD

475 000 000 USD

G10367AA1

L'archipel des Bermudes, territoire britannique d'outre-mer situé dans l'océan Atlantique Nord, est connu pour ses plages roses, ses récifs coralliens, et son histoire liée à la piraterie et à la Compagnie des Indes orientales.

L'Obligation émise par Bermudes ( Bermudes ) , en USD, avec le code ISIN USG10367AA14, paye un coupon de 4.138% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/01/2023

OFFERING MEMORANDUM

US$475,000,000
4.138% Senior Notes Due 2023
The Government of Bermuda is offering $475,000,000 aggregate principal amount of its 4.138% Senior Notes
due 2023. The notes will bear interest at a rate of 4.138% per year, accruing from July 3, 2012. Interest will be payable on
January 3 and July 3 of each year, commencing on January 3, 2013.
The notes will mature on January 3, 2023, unless earlier redeemed. The Government may redeem the notes, in
whole but not in part, at any time by paying the greater of the outstanding principal amount of the notes and a "make-whole"
amount. See "Description of the Notes Optional Redemption."
The notes will be general, direct, unconditional, unsubordinated and unsecured obligations of the Government and
will rank pari passu with all of its other existing and future unsubordinated and unsecured debt. The notes will be backed by
the full faith and credit of the Government.
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange and to trading on
the Euro MTF Market (the "Euro MTF Market"). Application will also be made to list the notes on the Bermuda Stock
Exchange (the "BSX"). Bermuda International Securities Limited has been appointed as the BSX listing sponsor for the
notes.
The BSX takes no responsibility for the contents of this document, makes no representations as to its
accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in
reliance upon any part of the contents of this document.
Investing in the notes involves risks. See "Risk Factors" beginning on page 5 of this offering memorandum.
_____________________
Offering Price: 100.0%, plus accrued interest, if any, from July 3, 2012
_____________________
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any other jurisdiction. The notes will be offered only to qualified institutional buyers in the
United States under Rule 144A of the Securities Act and to persons outside the United States under Regulation S of
the Securities Act. For a description of certain restrictions on transfer of the notes, see "Transfer Restrictions" and
"Plan of Distribution."
This offering memorandum constitutes a prospectus according to Luxembourg law dated July 10, 2005 on
Prospectuses for Securities.
This offering memorandum includes particulars given in compliance with the listing regulations of the
Luxembourg Stock Exchange and the BSX for the purpose of giving information with regard to the Government.
The notes are expected to be delivered to purchasers on or about July 3, 2012 in book-entry form only through the
facilities of The Depository Trust Company ("DTC") and its direct and indirect participants, including Euroclear Bank
S.A./N.V. and Clearstream Banking, société anonyme.
_____________________
Sole Lead Manager and Bookrunner
HSBC

The date of this offering memorandum is July 3, 2012

The information contained in this offering memorandum has been provided by us and other sources
identified in this offering memorandum, which we believe to be reliable. No representation or warranty, express or
implied, is made by the initial purchaser as to the accuracy or completeness of the information contained in this
offering memorandum, and nothing contained in this offering memorandum is, or should be relied upon as, a
promise or representation by the initial purchaser, whether as to the past or the future.
The notes described in this offering memorandum have not been registered with, recommended by or
approved by the U.S. Securities and Exchange Commission (the "SEC"), or any other U.S. federal or state securities
commission or regulatory authority, nor has the SEC or any such state securities commission or authority passed
upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense.
Each person receiving this offering memorandum is deemed to acknowledge that this offering
memorandum does not contain all the information that would be included in a prospectus if this offering were
registered under the Securities Act. In addition, certain information included in this offering memorandum may not
conform with the requirements for offerings under the Securities Act.
This offering memorandum may be used only for the purposes for which it has been published. You must
comply with all applicable laws and regulations in connection with the distribution of this offering memorandum
and the offer or sale of the notes. See "Transfer Restrictions." You are not to construe the contents of this offering
memorandum as investment, legal or tax advice. You should consult your own counsel, accountant and other
advisors as to legal, tax, business, financial and related aspects of a purchase of the notes. We are not, and the initial
purchaser is not, making any representation to you regarding the legality of an investment in the notes by you under
applicable laws.
In making an investment decision regarding the notes, you must rely on your own examination of the
Government and the terms of the offering, including, without limitation, the merits and risks involved. The offering
is being made on the basis of this offering memorandum. Any decision to purchase notes in the offering must be
based on the information contained in this offering memorandum.
This offering memorandum contains summaries, believed to be accurate, of some of the terms of specific
documents, but reference is made to the actual documents, copies of which will be made available upon request, as
indicated under "General Information." All summaries are qualified in their entirety by this reference.
The notes are subject to restrictions on transferability and resale and may not be transferred or resold except
as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption
therefrom. See "Transfer Restrictions." You should be aware that you may be required to bear the financial risks of
an investment in the notes for an indefinite period of time.
No person is authorized in connection with any offering made by this offering memorandum to give any
information or to make any representation not contained in this offering memorandum and, if given or made, any
other information or representation must not be relied upon as having been authorized by us or the initial purchaser.
The information contained in this offering memorandum is presented as of the date hereof and subject to change,
completion or amendment without notice. Neither the delivery of this offering memorandum at any time nor any
subsequent commitment to enter into any financing shall, under any circumstances, create any implication that there
has been no change in the information set forth in this offering memorandum or in our affairs since the date of this
offering memorandum.
We reserve the right to withdraw the offering of the notes at any time, and we and the initial purchaser
reserve the right to reject any commitment to subscribe for the notes in whole or in part and to allot to you less than
the full amount of notes subscribed for by you. We are making this offering subject to the terms described in this
offering memorandum.
This offering memorandum does not constitute an offer to sell or a solicitation of an offer to buy the notes
to any person in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this
offering memorandum and the offer and sale of the notes may be restricted by law in certain jurisdictions. Persons
i

into whose possession this offering memorandum or any of the notes come must inform themselves about, and
observe, any such restrictions. See "Plan of Distribution" and "Transfer Restrictions."
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market. Application will also be made to list the notes on the BSX. We will use our
reasonable efforts to facilitate the listing and maintenance of the listing of the notes on the official list of the
Luxembourg Stock Exchange for trading on the Euro MTF Market and the BSX so long as such notes are
outstanding; provided that, if at any time we determine that maintenance of either listing becomes unduly onerous or
requires disclosure of information beyond what we would be required to make publicly available in Bermuda, we
may delist the notes from the official list of the Luxembourg Stock Exchange and the Euro MTF Market or the BSX,
as the case may be. If the notes are delisted from the official list of the Luxembourg Stock Exchange and the Euro
MTF Market, we will use our reasonable efforts to list the notes on another internationally recognized securities
exchange.
This offering memorandum includes particulars given in compliance with the listing regulations of the
Luxembourg Stock Exchange for trading on the Euro MTF Market and the BSX for the purpose of giving
information with regard to the Government. The Government accepts full responsibility for the accuracy of the
information contained in this offering memorandum and confirms having made all reasonable inquiries, that to the
best of the Government's knowledge and belief there are no other facts the omission of which would make any
statement herein misleading.
______________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT
OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B OF THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
ii

TABLE OF CONTENTS
Page
Presentation of Economic, Financial and Statistical Information.................................................................................iv
Forward-Looking Statements ........................................................................................................................................v
Summary........................................................................................................................................................................1
Risk Factors ...................................................................................................................................................................5
Use of Proceeds .............................................................................................................................................................8
Bermuda ........................................................................................................................................................................9
History....................................................................................................................................................................9
Geography and Population .....................................................................................................................................9
Constitution, Government and Legal System and International Cooperation ......................................................10
Military.................................................................................................................................................................14
Independence........................................................................................................................................................15
Infrastructure ........................................................................................................................................................16
Employment .........................................................................................................................................................18
Education..............................................................................................................................................................20
Social Welfare ......................................................................................................................................................20
Economy...............................................................................................................................................................22
Balance of Payments and Foreign Trade ..............................................................................................................41
Money Supply and Foreign Currency Reserves Money Supply...........................................................................42
Tax Policy ............................................................................................................................................................44
Public Finance ......................................................................................................................................................45
Public Debt ...........................................................................................................................................................50
Litigation ..............................................................................................................................................................56
Description of the Notes ..............................................................................................................................................57
Book-Entry, Delivery and Form ..................................................................................................................................68
Transfer Restrictions....................................................................................................................................................73
Enforceability of Civil Liabilities under U.S. Federal Securities Laws and Other Matters.........................................75
Taxation.......................................................................................................................................................................76
Plan of Distribution .....................................................................................................................................................78
Official Statements ......................................................................................................................................................80
Legal Matters...............................................................................................................................................................80
General Information ....................................................................................................................................................81
iii

PRESENTATION OF ECONOMIC, FINANCIAL AND STATISTICAL INFORMATION
Economic and financial data and statistical information provided in this offering memorandum may be
subsequently revised in accordance with our ongoing review of such data and information, and we are not obligated
to distribute such revised data and information to any investor. In addition, some economic and financial data and
statistical information presented herein include estimates and forecasts based on available data and, accordingly, are
subject to revision.
Unless otherwise indicated, estimates in this offering memorandum are estimates of our Ministry of
Finance, Ministry of Business Development and Tourism, Department of Statistics or the Bermuda Monetary
Authority. Unless otherwise indicated, references to years are to the relevant calendar years. References to fiscal
years are to our fiscal year, which begins April 1 of each year and ends on March 31 of the following year (e.g.,
2011/2012 fiscal year refers to the fiscal year that began on April 1, 2011 and ended on March 31, 2012).
The Accountant General of the Ministry of Finance of the Government issues historical financial
statements of the Government's Consolidated Fund that are prepared in accordance with generally accepted
accounting principles in Canada and on an accrued accounting basis. These financial statements are prepared on a
different basis from the revenue/expenditure and debt information included in this offering memorandum, which
information has been prepared on a modified cash basis. The financial statements as of and for the fiscal years
ended March 31, 2011 and 2010 are available on the Government's website at www.gov.bm. These financial
statements and any other information on the Government's website are not part of, or incorporated by reference in,
this offering memorandum. The financial information provided for the 2011/2012 fiscal year and any subsequent
period, are preliminary estimates or projections, respectively, based on the information currently available to the
Government, which is subject to change.
In this offering memorandum, references to "GDP" are to gross domestic product. References to "real
GDP" are to real gross domestic product at constant 1996 prices (which is GDP at 1996 prices less net indirect
taxes); and references to "nominal GDP" are to nominal gross domestic product (which is GDP at current market
prices less net indirect taxes). References to "GDP per capita" are to nominal GDP divided by the mid-year average
population of the relevant year. The latest period for which GDP is available is the calendar year ended
December 21, 2010. GDP data for periods ending after December 31, 2010 has not been finalized, and the GDP
data for such periods included in this offering memorandum reflect the Government's preliminary estimates based
on the information currently available to the Government, which is subject to change.
In this offering memorandum, references to dollars are to the U.S. dollar as well as the Bermuda dollar,
which is pegged to the U.S. dollar at an exchange rate of one U.S. dollar to one Bermuda dollar.
Totals in certain tables in this offering memorandum may differ from the sum of the individual items in
such tables due to rounding.
iv

FORWARD-LOOKING STATEMENTS
This offering memorandum contains certain forward-looking statements regarding the Government. All
statements relating to the Government, other than statements of historical fact, included or referenced in this offering
memorandum which address activities, events or developments that the Government expects or anticipates will or
may occur in the future are forward-looking statements. The words "will," "believe," "intend," "expect,"
"anticipate," "project," "estimate," "predict" and similar expressions are also intended to identify forward-looking
statements. These statements are based on certain assumptions and analyses the Government has made in light of its
experience and perception of historical trends, current conditions and expected future developments, as well as other
factors believed to be appropriate in the circumstances. However, actual results and developments may not conform
with expectations and predictions due to risks and uncertainties that could cause actual results to differ materially
from expectations, including, among others, the following:
political, economic and other conditions in Bermuda and globally;
our financial condition and budgeted revenues and expenditures, including, for example, our ability to
increase revenues and reduce expenditures;
legislative, regulatory or administrative initiatives affecting businesses, including insurance companies
and other financial services businesses in Bermuda;
changes in tax and other laws in the United States or Bermuda and other major financial centers that
may affect the attractiveness of financial services in Bermuda;
economic conditions in the United States and the European Union that may result in lower demand for
financial services or tourism in Bermuda;
declines in demand for financial services or tourism in Bermuda, due to competition from other
countries or otherwise;
prevailing conditions in domestic, international and multilateral lending markets and domestic and
international capital markets that may affect our ability to finance budgetary requirements, to refinance
outstanding debt and other obligations or to finance new projects;
weather, climatic or geological occurrences, particularly hurricanes and tropical storms;
terrorism, particularly acts of terror outside of Bermuda that affect financial markets or tourism within
Bermuda;
changes in interest rates or exchange rates;
a reduction in our foreign currency reserves;
the financial condition and liquidity of banks and other financial institutions in Bermuda;
trade and tariff policies of Bermuda's trading partners;
declines in tax revenues;
revisions to economic, financial and statistical information; and
other factors identified in this offering memorandum.
All of the forward-looking statements related to the Government made in this offering memorandum are
qualified by cautionary statements. The Government assumes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
v

[This Page Intentionally Left Blank]

SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information in this offering memorandum. In this offering memorandum, references to "we," "us," "our"
and "the Government" are to the Government of Bermuda, and references to "Bermuda" are to Bermuda, a self-
governing British Overseas Territory, in each case unless otherwise indicated.
Bermuda
Bermuda is a self-governing British Overseas Territory comprising the Bermudas or Somers Islands, an
archipelago of some 150 islands in the Atlantic Ocean about 570 nautical miles south-east of North Carolina.
Bermuda covers an area of approximately 21 square miles and has a population of approximately 64,237 as of
May 20, 2010. Per capita nominal GDP in 2010 was $89,739, one of the highest in the world.
The economy of Bermuda is based primarily on international business and tourism. The largest
concentrations of international companies are involved in the insurance and financial services sectors. In 2010 (the
latest year for which official GDP is available), international companies and tourism, both of which are significant
sources of foreign exchange earnings, represented approximately 25.4% and approximately 4.7%, respectively, of
Bermuda's estimated nominal GDP of $5.76 billion or real GDP of $5.25 billion. International business and tourism
together represented an estimated approximately 72.1% of the total balance of current account receipts of foreign
exchange for 2011.
In 2010, the Bermudian economy contracted by 0.7% based on current market prices. Nominal 2010 GDP
was just over $5.7 billion, reflecting a decline of approximately $41.8 million from the 2009 nominal GDP of
approximately $5.8 billion. When adjusted for inflation, the level of economic activity, or real GDP, decreased
by 1.9%. This rate was below the five year average (2006-2010) of a 0.6% increase, and illustrates that the
Bermudian economy was still recovering from the adverse effects of the 2008-2009 global economic and financial
crisis. In comparison, the United States, which is Bermuda's largest trading partner, experienced real GDP growth
of 3.0% in 2010. The Ministry of Finance estimates that Bermuda's GDP may have contracted by 1.5% to 2.5%
in 2011, and that it will decline between 1.0% and 2.0% in 2012. If the recovery in the United States and other
major countries around the world is sustained, the Ministry of Finance expects Bermuda to begin to see positive, but
still historically moderate growth in 2013 and 2014.
On March 27, 2012, the Government amended the Government Loans Act 1978 to increase the legal limit
for loans (net of the Sinking Fund balance, as defined herein) from $1.25 billion to $1.45 billion. See "Bermuda
Public Debt Sinking Fund." At March 31, 2012, the Government had total debt outstanding of $1.35 billion. The
amount of total debt does not include the following obligations: a guarantee by the Government of the Bermuda
Hospital Board's payment streams related to the repayment of construction financing for a new hospital, estimated at
$260 million over a term of 30 years; the guarantee by the Government in respect of $200 million in aggregate
liquidation preference of preference shares issued on June 12, 2009 by the Bank of N.T. Butterfield & Son Limited,
which guarantee is for a period of ten years from the date of the issuance of the preference shares; a guarantee by the
Government of the West End Development Corporation payment streams related to the repayment of construction
financing for the construction of affordable housing, estimated at $36 million; a guarantee on a loan of $7.1 million
to the West End Development Corporation to facilitate the completion of the new sewage treatment plant at the
Royal Navy Dockyard; or $0.5 million of national education guarantees. This amount also does not reflect the
estimated Sinking Fund balance of $113.3 million at March 31, 2012. See "Bermuda Public Debt."
The Government currently holds long-term foreign currency credit ratings of "Aa2" (stable outlook) from
Moody's Investor Services ("Moody's"), "AA-" (stable outlook) from Standard and Poor's ("S&P"), and "AA"
(stable outlook) from Fitch, Inc. ("Fitch"). On June 26, 2012, Fitch lowered its foreign currency long-term
sovereign credit rating on Bermuda to "AA" from "AA+" with a stable outlook.
1

The Offering
Issuer ..............................................................
Government of Bermuda.
Issue................................................................
$475,000,000 aggregate principal amount of 4.138% Senior Notes
due 2023 of the Government.
Final Maturity Date ........................................
January 3, 2023.
Interest Rate ...................................................
4.138% per year, accruing from July 3, 2012.
Interest Payment Dates ...................................
January 3 and July 3 of each year, commencing on January 3, 2013.
Status; Ranking............................................... The notes will be general, direct, unconditional, unsubordinated
and unsecured obligations of the Government. The notes will rank
pari passu with all other present and future unsecured and
unsubordinated indebtedness of the Government. The notes will be
backed by the full faith and credit of the Government. See
"Description of the Notes General Basic Terms" and
"Description of the Notes Covenants."
Additional Amounts ....................................... Principal of and interest on the notes will be payable by the
Government without withholding or deduction for or on account of
withholding taxes. In the event that the Government is required to
withhold or deduct taxes, duties, assessments or charges, the
Government will, subject to certain exceptions, pay such
Additional Amounts (as defined in "Description of the Notes
Additional Amounts") as necessary to enable the holders of the
notes to receive the amounts after such withholding or deduction
which they would have received absent such withholding or
deduction. See "Description of the Notes Additional Amounts."
Optional Redemption......................................
We may redeem the notes, in whole but not in part, at any time by
paying the greater of the outstanding principal amount of the notes
and a "make-whole" amount, in each case plus accrued and unpaid
interest. See "Description of the Notes Optional Redemption."
Covenants ....................................................... The indenture governing the notes contains covenants restricting,
among other things, the incurrence of Liens. These covenants are,
however, subject to significant exceptions. See "Description of the
Notes Covenants."
Use of Proceeds .............................................. The net proceeds from the issuance of the notes will be used to
repay existing debt, to fund capital expenditure programs and for
other budgeted governmental purposes. See "Use of Proceeds."
Form ............................................................... The notes will be issued in the form of global notes without
coupons registered in the name of a nominee of The Depository
Trust Company and its direct and indirect participants, including
Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme.
Denominations................................................
Each note will be issued in denominations of $200,000 and integral
multiples of $1,000 in excess thereof.
2