Obligation Venezuella 7.75% ( USP97475AN08 ) en USD

Venezuella

100 % ▲

Venezuela

USP97475AN08 ( en USD )

7.75% par an ( paiement semestriel )

13/10/2019 - Obligation échue

Prospectus brochure de l'obligation Venezuela USP97475AN08 en USD 7.75%, échue

100 USD

2 495 963 000 USD

P97475AN0

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 USP97475AN08, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/10/2019

LISTING MEMORANDUM
Bolivarian Republic of Venezuela
U.S.$2,495,963,000 7.75% Bonds due 2019 (the "Bonds due 2019")
U.S.$2,495,963,000 8.25% Bonds due 2024 (the "Bonds due 2024")
____________
The Bonds due 2019 will bear interest at the rate of 7.75% per annum, accruing from October 13, 2009 and will pay interest on
October 13 and April 13 of each year, commencing April 13, 2010. The Bonds due 2019 will mature on October 13, 2019.
The Bonds due 2024 will bear interest at the rate of 8.25% per annum, accruing from October 13, 2009 and will pay interest on
October 13 and April 13 of each year, commencing April 13, 2010. The Bonds due 2024 will mature on October 13, 2024.
Neither the Bonds due 2019 nor the Bonds due 2024 (each of the Bonds due 2019 and the Bonds due 2024 being referred to
herein as a "Series" of Bonds and collectively as the "Bonds") are redeemable prior to maturity or are entitled to the benefit of
any sinking fund. The Bonds are direct, unconditional and unsecured obligations of the Bolivarian Republic of Venezuela (the
"Republic" or "Venezuela"). Venezuela has applied to list the Bonds on the Official List of the Luxembourg Stock Exchange
(the "Exchange") and to trade the Bonds on the Euro MTF market of the Exchange. This Listing Memorandum constitutes a
prospectus for the purposes of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities.
The Bonds are designated Collective Action Securities and, as such, contain provisions regarding future modifications to their
terms that differ from those applicable to a substantial portion of Venezuela's outstanding public issues of capital market
indebtedness. Under these provisions, which are described in the section entitled "Description of the Bonds--Meetings and
Amendments" in this Listing Memorandum, Venezuela may amend the payment provisions and certain other terms of the Bonds
with the consent of the holders of 75% of the aggregate principal amount outstanding of the Bonds.
The provisions relating to events of default in the Bonds differ from those contained in the substantial majority of its other
outstanding public issues of Venezuela's capital market indebtedness in that the Bonds do not contain an event of default
provision that would be triggered if Venezuela were to cease at a future date to maintain its membership in the International
Monetary Fund ("IMF") or to cease to be eligible to use the general resources of the IMF.
Issue Price:
Bonds due 2019: 140%
Bonds due 2024: 140%
in each case, plus accrued interest, if any, from October 13, 2009
Delivery of the Bonds was made on October 13, 2009 through the book-entry facilities of The Depositary Trust Company
("DTC") and its direct and indirect participants including Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg").
See "Risk Factors" beginning on page 6 to read about certain risks you should consider before investing in the Bonds.
You should read this Listing Memorandum carefully before you invest.
The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and
are subject to United States tax law requirements. The Bonds are being offered outside the United States in accordance
with Regulation S under the Securities Act ("Regulation S") and may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons as defined in Regulation S except to persons in offshore
transactions in reliance on Regulation S. This Listing Memorandum has been prepared by the Republic solely for use in
connection with the offer and sale of the Bonds outside the United States pursuant to Regulation S.
Citi
Deutsche Bank Securities
This Listing Memorandum is dated as of October 23, 2009.

You should rely only on the information contained in this Listing Memorandum. The Republic has not
authorized anyone to provide you with different or additional information. The Republic is not making an
offer of the Bonds in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information provided by this Listing Memorandum is accurate as of any date other than the date on the front
of this Listing Memorandum. The financial condition and prospects of the Republic may have changed since
that date.
TABLE OF CONTENTS
Listing Memorandum
ABOUT THIS LISTING MEMORANDUM ................................................................................................................1
FORWARD-LOOKING STATEMENTS .....................................................................................................................3
ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................................5
RISK FACTORS ...........................................................................................................................................................6
USE OF PROCEEDS ..................................................................................................................................................11
DESCRIPTION OF THE BONDS ..............................................................................................................................12
PRINCIPAL ECONOMIC INDICATORS .................................................................................................................25
COUNTRY DESCRIPTION .......................................................................................................................................26
REGISTRATION AND BOOK-ENTRY SYSTEM .................................................................................................112
BANCO CENTRAL UNDERTAKING....................................................................................................................113
CLEARING AND SETTLEMENT...........................................................................................................................114
VENEZUELAN TAXATION ...................................................................................................................................116
NOTICE TO VENEZUELAN INVESTORS............................................................................................................117
DEALER MANAGERS ............................................................................................................................................118
VALIDITY OF THE BONDS...................................................................................................................................119
GENERAL INFORMATION....................................................................................................................................119
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ABOUT THIS LISTING MEMORANDUM
The Republic, having made all reasonable inquiries, confirms that this Listing Memorandum contains all
information with respect to the Republic and the Bonds which is material in the context of the issue and offering of
the Bonds, that such information is true and accurate in all material respects and is not misleading, that the opinions
and intentions expressed herein are honestly held, have been reached after considering all relevant circumstances
and are based on reasonable assumptions, and that, to the best of the Republic's knowledge and belief, there are no
other facts the omission of which would make any such information or the expression of any such opinions and
intentions materially misleading. The Republic accepts responsibility accordingly.
Neither Citigroup Global Markets Limited nor Deutsche Bank Securities Inc. (together the "Dealer Managers")
makes any representation or warranty, express or implied, as to the accuracy or completeness of this information,
and nothing contained in this Listing Memorandum is, or shall be relied upon as, a promise or representation,
whether as to the past or the future. The Dealer Managers have not independently verified any of such information
and do not assume any responsibility for its accuracy or completeness. The Dealer Managers do not warrant that no
events have occurred that have not yet been publicly disclosed by the Republic and that would affect the accuracy or
completeness of the information concerning the Republic included herein. Each person receiving this Listing
Memorandum acknowledges that (i) such person has not relied on the Dealer Managers or any person affiliated with
the Dealer Managers in connection with its investigation of the accuracy of such information or its investment
decision, and (ii) no person has been authorized to give any information or to make any representation concerning
the Republic or the Bonds other than as contained herein and, if given or made, any such other information or
representation by such persons should not be relied upon as having been authorized by or made on behalf of the
Republic or the Dealer Managers.
This Listing Memorandum does not constitute an offer of, or an invitation by or on behalf of the Republic or the
Dealer Managers to purchase, any of the Bonds. The Listing Memorandum may only be used for the purposes for
which it has been published. The distribution of this Listing Memorandum and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Persons into whose possession this Listing Memorandum comes are
required by the Republic and the Dealer Managers to inform themselves about and to observe any such restrictions.
For a description of certain further restrictions on offers and sales of the Bonds and distribution of this Listing
Memorandum, see "Dealer Managers".
References to the "Republic" or "Venezuela" are to the Bolivarian Republic of Venezuela.
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon
judgments of courts in the United States against the Republic. See "Enforcement of Civil Liabilities" and "Risk
Factors--Legal Status and Enforcement" in this Listing Memorandum.
Unless otherwise specified or the context requires, references to "dollars", "U.S. dollars", "U.S.$" and "US$" are to
United States dollars; references to "Bolívares" and "Bs." are to Venezuelan Bolívares, the currency of Venezuela;
references to "Euro", "EUR" and "" are to the lawful currency of the European Union; references to "¥" are to
Japanese yen; and references to "bpd" are to barrels per day. As used in this Listing Memorandum, the term
"billion" means one thousand million, or 1,000,000,000, and the term "trillion" means one thousand billion, or
1,000,000,000,000. Historical amounts translated into Bolívares or U.S. dollars have been converted at historical
rates of exchange, unless otherwise stated. Unless otherwise noted herein, all references to Venezuelan Bolívares
refer to nominal Bolívares. Certain amounts that appear in this Listing Memorandum have been rounded for ease of
presentation. Accordingly, figures shown as totals in certain tables may not represent an arithmetical aggregation of
the amounts that precede them.
Pursuant to Decree No. 5,229 of the President of the Republic, as published in the Official Gazette No. 38,638 of
March 6, 2007, the government of Venezuela implemented a redenomination of the Bolívar, which became fully
effective on January 1, 2008. Under the redenomination plan, all amounts expressed in the national currency before
the redenomination were thereafter divided by 1,000. In sum, the measure established a new monetary scale that
eliminated three zeroes from all denominations of the national currency. In preparation for the conversion, the
adjective "Fuerte" was, for a transition period ended on January 1, 2009, added to the word "Bolívar", to make it
"Bolívar Fuerte." Additionally, all prices had to be expressed in both Bolívares and Bolívares Fuertes from October
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1, 2007 until January 1, 2008. The title "Bolívar Fuerte" was rescinded on January 1, 2009. Since that date, the
domestic currency of Venezuela is again officially referred to as the Bolívar. Accordingly, all references herein to
Venezuela's currency will be to the Bolivar or Bolívares (and not the Bolívar Fuerte or Bolívares Fuertes). Except
as expressly noted herein, all Bolívar figures included in this Listing Memorandum, whether for periods prior to or
after the effective date of the redenomination plan, are expressed in redenominated Bolívares. Effective January 1,
2008, the U.S. dollar exchange rate has been set at Bs.2.14=U.S.$1.00 for purchase operations and
Bs.2.15=U.S.$1.00 for sale operations.
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FORWARD-LOOKING STATEMENTS
This Listing Memorandum contains forward-looking statements. Statements that are not historical facts, including
statements about Venezuela's beliefs and expectations, are forward-looking statements. Specifically, words such as
"anticipates", "estimates", "expects", "intends", "plans", "seeks", "believes" and "will", and words and terms of
similar substance used in connection with any discussion of future economic, social or political developments,
identify forward-looking statements. These statements are based on current plans, objectives, estimates and
projections and you should not place undue reliance on them. Forward-looking statements speak only as of the date
they are made, and Venezuela undertakes no obligation to update any of them in light of new information or future
events. Forward-looking statements include, but are not limited to:

Venezuela's statements regarding its prospects for continued political stability;

Venezuela's plans with respect to the implementation of its economic plan;

Venezuela's outlook for inflation, interest rates and its fiscal accounts; and

Venezuela's success in the development of the non-petroleum sectors of its economy.
Forward-looking statements involve inherent risks. Venezuela cautions you that many factors could affect the future
performance of the Venezuelan economy. These factors include, but are not limited to:
External factors, such as:

higher international interest rates, which could increase Venezuela's debt service requirements and
require a shift in budgetary expenditures toward additional debt service;

lower oil prices, which could decrease Venezuela's fiscal and foreign exchange revenues and could
negatively affect Venezuela's tax receipts, the balance of payments and the level of international
reserves;

recession or low growth in Venezuela's trading partners, which could lead to fewer exports from
Venezuela and, therefore, affect Venezuela's growth;

damage to the international capital markets for emerging markets issuers caused by economic
conditions in other emerging markets and the international capital markets generally, which could
affect Venezuela's ability to engage in planned borrowing;

changes in import tariffs and exchange rates of other countries, which could harm Venezuelan
exporters and, as a consequence, have a negative impact on the growth of Venezuela's economy;

changes in the international prices of commodities; and

a deterioration in relations between Venezuela and other countries in the region or other disruptions to
its international relations.
Internal factors, such as:

the effect of the Venezuelan Government's exchange control regime on the ability of domestic and
international businesses to obtain foreign currency to pay for imported goods and raw materials, as
well as Venezuela's ability to continue to attract foreign investment;

the Venezuelan Government's ability to pass legislation in support of Venezuela's economic plan, as
well as public support for legislation that has been enacted as part of Venezuela's economic plan;

the stability of the banking system;

general economic and business conditions in Venezuela, including a decline in foreign direct and
portfolio investment, high domestic inflation, high domestic interest rates and volatile unemployment
levels, each of which could lead to lower levels of growth, lower international reserves and diminished
access of both the government and Venezuelan businesses to international capital markets;
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the Venezuelan Government's ability to contain inflationary pressures in the economy;

foreign currency reserves; and

the level of domestic debt.
4

ENFORCEMENT OF CIVIL LIABILITIES
Venezuela is a foreign state. As a result, you may not be able to effect service of process within the United States
against Venezuela or enforce against Venezuela judgments in the courts of the United States predicated on the civil
liability provisions of the federal or state securities laws of the United States. Venezuela has agreed to submit to the
jurisdiction of United States federal and New York state courts located in the Borough of Manhattan, New York,
New York, the courts of England located in London and the courts of Venezuela located in Caracas, and has waived
some immunities and defenses in actions that might be brought against Venezuela with respect to the Bonds. Under
Venezuelan law, neither Venezuela nor any of Venezuela's property have any immunity from the jurisdiction of any
court or from set-off or any legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution or otherwise), except that Venezuela, as well as Venezuela's
properties located in Venezuela, have immunity from set-off, attachment prior to judgment, attachment in aid of
execution of judgment and execution of a judgment in actions and proceedings in Venezuela.
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RISK FACTORS
This section describes certain risks associated with investing in the Bonds. You should consult your financial and
legal advisors about the risk of investing in the Bonds. Venezuela disclaims any responsibility for advising you on
these matters. Investors are urged to read carefully the entirety of this Listing Memorandum and to note, in
particular, the following considerations.
Social and Political Risks
In prior years, events in Venezuela produced significant social and political tensions, which could worsen and have
a material adverse effect on Venezuela's economic growth and its ability to service its public debt.
Beginning in December 2001, there was a period of intense political and social turmoil involving groups that
opposed and those that supported the Government. In April 2002, a group of high-ranking military officers effected
a brief coup d'etat, and in December 2002, a business federation led a nation-wide work stoppage that lasted two
months and crippled oil production. Although the December 2002 work stoppage failed to achieve its primary
objective of removing President Chávez from power, the Government and opposition groups signed an agreement in
May 2003 that established a constitutional solution to the political instability facing Venezuela in the form of a
potential referendum on the rule of President Chávez. On August 15, 2004, a recall referendum was held in which
approximately 59% of the votes cast were against recalling President Chávez.
On December 3, 2006, President Chávez was re-elected President for a six-year term, capturing 62.8% of the vote.
Upon his re-election, in December 2006 President Chávez proposed to the group of political parties aligned with his
administration the creation of a unified socialist political party, Partido Socialista Unido de Venezuela, or PSUV.
These parties are not obligated to join PSUV and can remain independent at their discretion. This means that
affiliation with the party has been voluntary. As of September 2009, the PSUV was comprised of four political
parties. The PSUV officially registered with the National Electoral Council, referred to as the CNE, on April 17,
2008. The PSUV is one of many political parties in Venezuela and is open to new members.
The last elections for state and local officials were held on November 23, 2008, which included over 500 races,
including 23 state governors, 335 mayors and 167 state legislative council members. Candidates from the party
headed by President Chávez won 17 of the 23 gubernatorial elections and approximately 80% of the mayoral
offices, but candidates associated with opposition parties were elected in Venezuela's three most populous states, as
well as several major cities including the federal district of Caracas and Maracaibo. The next elections for state and
local officials are scheduled for November 2012.
On August 15, 2007, President Chávez submitted to the National Assembly, in accordance with procedures
contained in the 1999 Constitution, a proposal to amend the 1999 Constitution. In addition to the proposed
amendments to the 1999 Constitution submitted by President Chávez, members of the National Assembly proposed
additional changes. According to the figures announced by the CNE, on December 2, 2007, approximately 50.8%
of the voters rejected the changes to the 1999 Constitution proposed by President Chávez and approximately 51.1%
of the voters rejected the amendments proposed by the National Assembly. As a result, neither set of proposals was
approved by the voters.
In December 2008, President Chávez submitted a new proposal to the National Assembly to amend the 1999
Constitution to eliminate all term limits on the number of times elected officials may hold the same office. The
National Assembly called for a referendum to be held on February 15, 2009 to decide on whether to approve or
disapprove of the proposed amendment. According to the figures announced by the CNE, approximately 54.9% of
the voters approved the changes to the 1999 Constitution.
There can be no assurance that the significant domestic instability that existed during the periods between 2001 to
2004 will not re-emerge. Such instability could have a material adverse effect on Venezuela's economic growth and
its ability to service its public debt.
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Economic Risks
Certain economic risks are inherent in any investment in an emerging market.
Investing in an emerging market economy such as Venezuela carries certain economic risks which may be different
from that of more developed economies. These risks include economic instability that may affect Venezuela's
economic results. Economic instability in Venezuela and in other Latin American and emerging market countries
has been caused by many different factors, including the following:
· high levels of inflation;
· exchange controls;
· high interest rates;
· changes in currency values;
· wage and price controls;
· changes in economic or tax policies; and
· the imposition of trade barriers.
Any of these factors, as well as volatility in the markets for securities similar to the Bonds, may adversely affect the
liquidity of, and trading markets for the Bonds.
Foreign Exchange Control Regime
A devaluation of the Bolivar could have a material adverse effect on the Venezuelan economy and its ability to
service its public debt.
The Republic suspended foreign exchange trading on January 23, 2003 in response to a significant decrease in the
amount of foreign currency generated from the sale of oil and an extraordinary increase in the demand for foreign
currency which combined to produce a decline in the level of the Republic's international reserves. On February 5,
2003, the Government adopted a series of exchange agreements, decrees and regulations establishing a new
exchange control regime. The Foreign Currency Administration Commission ("CADIVI"), administers, manages
and controls the new exchange control regime. Purchases and sales of foreign currencies are centralized in Banco
Central de Venezuela ("Banco Central"). The Ministry of Popular Power for Economy and Finance (the "Ministry
of Finance"), together with Banco Central, is in charge of setting the exchange rate with respect to the U.S. dollar
and other currencies.
On February 5, 2003, the Ministry of Finance and Banco Central fixed the U.S. dollar exchange rate at Bs.1,596 =
U.S.$1.00 for purchase operations and Bs.1,600 = U.S.$1.00 for sale operations. The exchange rate for the payment
of the public foreign debt was set at Bs.1,600 = U.S.$1.00 effective February 10, 2003.
On February 9, 2004, the Ministry of Finance and Banco Central changed the U.S. dollar exchange rate to
Bs.1,915.20 = U.S.$1.00 for purchase operations and Bs.1,920.00 = U.S.$1.00 for sale operations. The exchange
rate for the payment of external public debt was set at Bs.1,920.00 = U.S.$1.00.
On March 2, 2005, the Ministry of Finance and Banco Central further modified the U.S. dollar exchange rate to
Bs.2,144.60 = U.S.$1.00 for purchase operations and Bs.2,150.00 = U.S.$1.00 for sale operations. The exchange
rate for the payment of external public debt was also set at Bs.2,150.00 = U.S.$1.00.
Pursuant to Decree No. 5,229 of the President of the Republic, as published in the Official Gazette No. 38,638 of
March 6, 2007, the government of Venezuela implemented a redenomination of the Bolívar, which became fully
effective on January 1, 2008. Under the redenomination plan, all amounts expressed in the national currency before
the redenomination were divided by 1,000. In sum, the measure established a new monetary scale that eliminated
three zeroes from all denominations of the national currency. In preparation for the conversion, the adjective
"Fuerte" was, for a transition period ended on January 1, 2009, added to the word "Bolívar", to make it "Bolívar
Fuerte." Additionally, all prices had to be expressed in both Bolívares and Bolívares Fuertes from October 1, 2007
until January 1, 2008. The title "Bolívar Fuerte" was rescinded on January 1, 2009. Since that date, the domestic
currency of Venezuela is again officially referred to as the Bolívar. Accordingly, all references herein to
Venezuela's currency will be to the Bolivar or Bolívares (and not the Bolívar Fuerte or Bolívares Fuertes). Except
7

as expressly noted herein, all Bolívar figures included in this Listing Memorandum, whether for periods prior to or
after the effective date of the redenomination plan, are expressed in redenominated Bolívares. Effective January 1,
2008, the U.S. dollar exchange rate has been set at Bs.2.14 = U.S.$1.00 for purchase operations and Bs. 2.15 =
U.S.$1.00 for sale operations.
Venezuela cannot assure you that the Bolívar will not devalue in the future. Depreciation of the Bolívar could have
a material adverse effect on Venezuelan companies and financial institutions, which could adversely affect the
Venezuelan economy and in turn, the Republic's ability to service its public debt and the market price of the Bonds.
Sovereign Credit Rating
Changes in Venezuela's credit ratings may adversely affect the value of the Bonds.
In September 2004, Moody's Investor Services assigned a "B2" rating with a "stable" outlook with respect to the
Republic's long-term foreign currency-denominated debt.
In November 2005, Fitch raised its rating for the Republic's foreign currency-denominated debt from "B+" to "BB-"
citing improvement in external debt and liquidity as a result of sound oil revenues. In October 2007, Fitch cut its
outlook on Venezuela's foreign currency-denominated debt rating from "stable" to "negative" citing an increasingly
unsustainable macroeconomic policy framework. In October 2007, Fitch also revised its outlook on PDVSA's long-
term foreign and local currency rating to "negative". In December 2008, Fitch lowered its rating for the Republic's
foreign currency-denominated debt from "BB-" to "B+".
In February 2006, Standard & Poor's raised Venezuela's foreign currency debt rating from "B+" to "BB-", citing
economic growth and stronger international reserves. In October 2006, Standard & Poor's lifted its outlook on
Venezuela's sovereign debt from "stable" to "positive" citing the contribution of high oil prices to the continued
improvement in Venezuela's debt indicators. In January 2007, Standard & Poor's modified its outlook on
Venezuela's sovereign debt from "positive" to "stable" citing increased uncertainty with respect to government
policy. In December 2008, Standard & Poor's again changed its outlook on Venezuela's sovereign debt to
"negative" and affirmed Venezuela's sovereign credit rating at "BB-".
The information above was obtained from information available on the websites of the rating agencies.
Any actual or anticipated changes or downgrades in Venezuela's credit ratings could affect the market value of the
Bonds.
Oil Dependency
Any sustained decline in international petroleum prices, and disputes with former joint venture partners, could have
a material adverse effect on the Venezuelan economy and its fiscal accounts.
The Republic, a member of the Organization of the Petroleum Exporting Countries ("OPEC"), is the world's tenth-
largest oil producer and fifth-largest oil exporter. The structure of the Venezuelan fiscal system has been highly
dependent on petroleum revenues. From 2004 through 2008, petroleum products accounted for an average of
approximately 89.4% of the Republic's total exports. During the same period, petroleum sector revenues accounted
for an average of approximately 46.7% of the Republic's total Central Government revenues and the petroleum
sector activities accounted for an average of approximately 14.3% of Venezuela's gross domestic product ("GDP").
In 2008, petroleum activities accounted for approximately 12.0% of GDP, compared to approximately 12.3% in
2007.
The average petroleum export price for the Venezuelan basket for the year-to-date period ended July 27, 2009 was
U.S.$48.14 per barrel, while in 2008, it was U.S.$86.49 per barrel and in 2007, it was U.S.$64.95 per barrel. There
can be no assurance that Government revenues from petroleum activities will not experience fluctuations as a result
of changes in the international petroleum market. Any sustained decline in international petroleum prices could
adversely affect the Government's fiscal accounts and international reserves. Additionally, Venezuelan petroleum
production capacity may decrease if the necessary capital expenditures are not allocated to this sector.
8