Obligation Turkiye 4.35% ( XS0993155398 ) en EUR

Turkiye

100 % ▼

Turquie

XS0993155398 ( en EUR )

4.35% par an ( paiement annuel )

11/11/2021 - Obligation échue

Prospectus brochure de l'obligation Turkey XS0993155398 en EUR 4.35%, échue

100 000 EUR

1 250 000 000 EUR

900123CE8

N/A

La Turquie est un pays transcontinental situé à la fois en Europe et en Asie, possédant un riche héritage culturel et historique qui englobe des influences byzantines, ottomanes et anatoliennes.

L'Obligation émise par Turkiye ( Turquie ) , en EUR, avec le code ISIN XS0993155398, paye un coupon de 4.35% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/11/2021

PROSPECTUS SUPPLEMENT
(To the Prospectus dated February 3, 2011)
1,250,000,000

TÜRKYE CUMHURYET

(The Republic of Turkey)
4.350% Notes due November 12, 2021

The Republic of Turkey (the "Republic" or "Turkey") is offering 1,250,000,000 principal amount of its 4.350% Notes due November
12, 2021 (the "notes"). The notes will constitute direct, general and unconditional obligations of the Republic. The full faith and credit
of the Republic will be pledged for the due and punctual payment of all principal and interest on the notes. The Republic will pay
interest on November 12 of each year, commencing on November 12, 2014.

This prospectus supplement and accompanying prospectus dated February 3, 2011, constitute a prospectus for the purposes of
Article 5.3 of Directive 2003/71/EC, as amended (the "Prospectus Directive").

Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the
"CSSF"), as competent authority under the Prospectus Directive, to approve this prospectus supplement and the accompanying
prospectus dated February 3, 2011 as a prospectus for the purposes of the Prospectus Directive. Application is being made to list on
the Official List and trade the notes on the Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange, which is
a regulated market for the purposes of the Market in Financial Instruments Directive (2004/39/EC) ("MiFiD"). The CSSF assumes no
responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Republic in line with the
provisions of Article 7(7) of the Luxembourg Prospectus Law.

See the section entitled "Risk Factors" for a discussion of certain factors you should consider before investing in the notes.

The notes will be designated Collective Action Securities and, as such, will contain provisions regarding acceleration and voting on
amendments, modifications, changes and waivers that differ from those applicable to certain other series of U.S. dollar, euro or other
monetary unit denominated debt securities issued by the Republic. Under these provisions, which are described in the sections entitled
"Description of the Notes -- Default; Acceleration of Maturity" and "-- Amendments and Waivers" beginning on page S-27 of this
prospectus supplement and "Collective Action Securities" beginning on page 13 of the accompanying prospectus, the Republic may
amend the payment provisions of the notes and certain other terms with the consent of the holders of 75% of the aggregate principal
amount of the outstanding notes.

Per Note

Total
Public Offering Price...................................................................
99.339%
1,241,737,500
Underwriting discount..................................................................
0.075%
937,500
Proceeds, before expenses, to the Republic of Turkey..............................
99.264%
1,240,800,000

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
notes or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes on or about
November 12, 2013 (the "Issue Date"), through the book-entry facilities of The Depository Trust Company ("DTC"), Euroclear Bank
S.A./N.V. ("Euroclear") or Clearstream Banking Luxembourg socíeté anonyme ("Clearstream Banking Luxembourg") against
payment in same-day funds.

Joint Book-Running Managers
Barclays
Credit Suisse
Deutsche Bank
The date of this prospectus supplement is November 12, 2013

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The Republic accepts responsibility for the information contained within this prospectus supplement and accompanying prospectus.
The Republic declares that having taken all reasonable care to ensure that such is the case, the information contained in this prospectus
supplement and accompanying prospectus is, to the best of its knowledge, in accordance with the facts and makes no omission likely
to affect its import.

Unless otherwise stated, all annual information, including budgetary information, is based upon calendar years. Figures included in
this prospectus supplement and the accompanying prospectus have been subject to rounding adjustments; accordingly, figures shown
for the same item of information may vary, and figures that are totals may not be an arithmetical aggregate of their components.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference, in making your investment decision. The Republic has not authorized anyone to provide you
with any other information. If you receive any unauthorized information, you must not rely on it.

The Republic is offering to sell the notes only in places where offers and sales are permitted.

You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as
of any date other than its respective date.

FORWARD-LOOKING STATEMENTS

The Republic has made forward-looking statements in this prospectus supplement. Statements that are not historical facts are
forward-looking statements. These statements are based on the Republic's current plans, estimates, assumptions and projections.
Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made. The
Republic undertakes no obligation to update any of them in light of new information or future events.

Forward-looking statements involve inherent risks. The Republic cautions you that a number of factors could cause actual
results to differ materially from those contained in any forward-looking statements. These factors include, but are not limited to:

·
External factors, such as:
·
interest rates in financial markets outside Turkey;
·
the impact of changes in the credit ratings of Turkey;
·
the impact of changes in the international prices of commodities;
·
economic conditions in Turkey's major export markets;
·
the decisions of international financial institutions regarding the terms of their financial arrangements with Turkey;
·
the impact of any delays or other adverse developments in Turkey's accession to the European Union; and
·
the impact of adverse developments in the region where Turkey is located.

·
Internal factors, such as:
·
general economic and business conditions in Turkey;
·
political or military events in Turkey;
·
present and future exchange rates of the Turkish currency;
·
foreign currency reserves;
·
the level of domestic debt;
· domestic
inflation;

·
natural events, such as climatic changes, earthquakes and floods;
·
the ability of Turkey to effect key economic reforms;
·
the level of foreign direct and portfolio investment in Turkey; and
·
the level of Turkish domestic interest rates.

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SOVEREIGN IMMUNITY AND ARBITRATION

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 "Debt Securities -- Governing Law and Consent to Service" in the
accompanying prospectus.

CURRENCY AND EXCHANGE RATE DATA

References to "Turkish Lira" and "TL" in this prospectus supplement in the context of a point in time after January 1, 2009 are to
the Turkish Lira, the Republic's new official currency, which was introduced on January 1, 2009 in place of the New Turkish Lira;
references in this prospectus supplement to "New Turkish Lira" and "YTL" are to the lawful currency of the Republic for the period
beginning on January 1, 2005 and ending on December 31, 2008; and references to "Turkish Lira" and "TL" in this prospectus
supplement in the context of a point in time prior to January 1, 2005 are to the Turkish Lira before it was replaced with New Turkish
Lira. References to "US$", "$", "U.S. dollars" and "dollars" in this prospectus supplement are to lawful money of the United States of
America. References to "" and "euro" in this prospectus supplement are to the lawful currency of the European Union.

Translations of amounts from Turkish Lira to dollars are solely for the convenience of the reader and, unless otherwise stated, are
made at the exchange rate prevailing at the time as of which such amounts are specified. No representation is made that the Turkish
Lira or dollar amounts referred to herein could have been or could be converted into dollars or Turkish Lira, as the case may be, at any
particular rate or at all.

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TABLE OF CONTENTS
Page
Prospectus Supplement
Overview ................................................................................................................................................................................................ S-6
Risk Factors ......................................................................................................................................................................................... S-10
Recent Developments .......................................................................................................................................................................... S-16
Description of the Notes ...................................................................................................................................................................... S-24
Global Clearance and Settlement ......................................................................................................................................................... S-33
Taxation ............................................................................................................................................................................................... S-37
Underwriting ........................................................................................................................................................................................ S-44
Legal Matters ....................................................................................................................................................................................... S-47
Table of References ............................................................................................................................................................................. S-48
Prospectus
Where You Can Find More Information .................................................................................................................................................... 1
Data Dissemination .................................................................................................................................................................................... 2
Use of Proceeds ......................................................................................................................................................................................... 2
Debt Securities ........................................................................................................................................................................................... 2
Collective Action Securities .................................................................................................................................................................... 13
Plan of Distribution .................................................................................................................................................................................. 15
Debt Record ............................................................................................................................................................................................. 16
Validity of the Securities ......................................................................................................................................................................... 17
Official Statements .................................................................................................................................................................................. 17
Authorized Agent ..................................................................................................................................................................................... 17

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OVERVIEW

This overview should be read as an introduction to the prospectus supplement and the accompanying prospectus. Any decision to
invest in the notes by an investor should be based on consideration of the prospectus supplement and the accompanying prospectus as
a whole. Where a claim relating to the information contained in the prospectus supplement or the accompanying prospectus is
brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating the prospectus supplement and the
accompanying prospectus before the legal proceedings are initiated.

Issuer
The Republic of Turkey.

The Republic of Turkey is located in southwestern Asia, where it borders Iran,
Armenia, Georgia, Azerbaijan, Iraq and Syria, and southeastern Europe, where it
borders Greece and Bulgaria, with a total territory (inclusive of its lakes) of
approximately 814,578 square kilometers. Turkey's population, as of December
2012, was estimated to be 75,627,384.

The Republic of Turkey was founded in 1923 and currently has a parliamentary
form of government. The Republic has undertaken many reforms to strengthen its
democracy and economy, in connection with its accession negotiations with the
European Union.

Securities Offered
1,250,000,000 4.350% Notes due November 12, 2021.

Maturity Date
November 12, 2021.

Issue Price
99.339% of the principal amount of the notes.

Interest Payment Dates
November 12 of each year, commencing on November 12, 2014.

Status and Ranking
Upon issuance, the notes will constitute direct unconditional and general
obligations of the Republic and will rank equally with the Republic's other
external debt denominated in currencies other than Turkish Lira which is
(i) payable to a person or entity not resident in Turkey and (ii) not owing to a
Turkish citizen. See "Debt Securities -- Status of the Debt Securities" and "Debt
Securities -- Negative Pledge" in the accompanying prospectus.

Markets
The notes are offered for sale in those jurisdictions where it is legal to make such
offers. See "Underwriting".

Listing and Admission to
Application is being made to list on the Official List and trade the notes on the
Trading
Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange.

Negative Pledge
Clause (9) of the definition of Permitted Lien set forth on pages five and six of
the accompanying prospectus shall read as follows for purposes of the notes:
Liens on assets (other than official holdings of gold) in existence on November
12, 2013 provided that such Liens remain confined to the assets affected thereby
on November 12, 2013, and secure only those obligations so secured on
November 12, 2013.

Denominations
The Republic will issue notes in denominations of 100,000 and integral
multiples of 1,000 in excess thereof.

Form, Clearance and Settlement
The Republic will issue the notes in the form of two global registered notes
without coupons. One note will be deposited with the fiscal agent, which will

S-6

serve as custodian for Cede & Co., as nominee of DTC. The other note will be
registered in the nominee name of a common depositary for Euroclear and
Clearstream Banking Luxembourg. Beneficial ownership interests will be
recorded only on, and transferred only through, the records maintained by DTC,
Euroclear and Clearstream Banking Luxembourg and their respective
participants, unless certain contingencies occur, in which case the notes will be
issued in definitive form. See "Global Clearance and Settlement".

Payment of Principal and Interest
Principal and interest on the notes will be payable by the Republic, or its
designee, to the fiscal agent in euro.

Payments to holders who hold their notes through Euroclear or Clearstream
Banking Luxembourg will be made in euro. Such holders will not have the option
to elect to receive payments in U.S. dollars.

Payments to holders who hold their notes directly through DTC ("DTC Holders")
will be made in U.S. dollars, except for DTC Holders who elect to receive
payment in euro as described in "Description of the Notes--Payments of
Principal and Interest" in this prospectus supplement. The exchange rate agent
will exchange the applicable amount of euro for U.S. dollars and transmit the
U.S. dollars received upon exchange from the euro to the Fiscal Agent for
payment to the DTC Holders. All costs of conversion will be borne by DTC
Holders who receive payment in U.S. dollars. The U.S. dollar amount of any
payment of principal or interest received by a DTC Holder will be based on the
exchange rate agent's in-house agency rate (at or prior to 11:00 a. m. New York
City time, on the day which is two New York City business days preceding the
applicable payment date) for the conversion of euros to U.S. dollars for
settlement on the applicable payment date. If an exchange bid quotation is not
available from the exchange rate agent, the exchange rate agent will obtain a bid
quotation from a leading foreign exchange bank in the City of New York selected
by the exchange rate agent after consultation with the Republic. In the event that
no such bid quotation is available or the exchange rate agent is unable to convert
euros into U.S. dollars, the exchange rate agent will notify DTC that the entire
payment of principal or interest, as the case may be, is to be made in euros.

Default
The notes will contain events of default, the occurrence of which may result in
the acceleration of our obligations under the notes prior to maturity. See "Debt
Securities -- Default" and "-- Acceleration of Maturity" in the accompanying
prospectus.

Collective Action Securities
The notes will be designated Collective Action Securities under the Fiscal
Agency Agreement, dated as of October 4, 2013, between the Republic and
Citibank, N.A., London Branch (the "Fiscal Agency Agreement"). The notes will
contain provisions regarding acceleration and voting on amendments,
modifications, changes and waivers that differ from those applicable to certain
other series of U.S. dollar, euro or other monetary unit denominated debt
securities issued by the Republic and described in the accompanying prospectus.
The provisions described in this prospectus supplement will govern the notes.
These provisions are commonly referred to as "collective action clauses." Under
these provisions, the Republic may amend certain key terms of the notes,
including the maturity date, interest rate and other payment terms, with the
consent of the holders of not less than 75% of the aggregate principal amount of
the outstanding notes of the series, voting as a single class. Additionally, if an

S-7

event of default has occurred and is continuing, the notes may be declared to be
due and payable immediately by holders of not less than 25% of the aggregate
principal amount of the outstanding notes of the series, voting as a single class.
These provisions are described in the sections entitled "Description of the Notes
-- Default; Acceleration of Maturity" and "-- Amendments and Waivers" in this
prospectus supplement and "Collective Action Securities" in the accompanying
prospectus.

Sinking Fund
None.

Prescription Period
None.

Use of Proceeds
The Republic will use the net proceeds of the sale of the notes for general
financing purposes, which may include the repayment of debt. The amount of net
proceeds is 1,240,800,000.

Risk Factors
Risks associated with the notes generally include: 1) the trading market for debt
securities may be volatile and may be adversely impacted by many events;
2) there may be no active trading market for the notes; 3) the notes may not be a
suitable investment for all investors; 4) the notes are unsecured; 5) the notes
contain provisions that permit the Republic to amend the payment terms without
the consent of all of the holders; 6) there can be no assurance that the laws of the
State of New York in effect as at the date of this prospectus supplement will not
be modified; 7) there may be certain legal restraints in relation to investment in
the notes with regard to the particular circumstances of any investor;
8) fluctuations in interest rates of the currency in which the notes are
denominated may affect the value of the notes; 9) risks associated with a foreign
currency; and 10) market perceptions concerning the instability of the euro, the
potential re-introduction of individual currencies within the Eurozone or the
potential dissolution of the euro entirely could adversely affect the value of the
notes.

Risks associated with the Republic generally include: 1) Turkey is a foreign
sovereign state and accordingly it may be difficult to obtain or enforce judgments
against it; 2) there can be no assurance that Turkey's credit ratings will not
change; 3) changes in the Republic's domestic and international political and
economic environment may have a negative effect on its financial condition; 4)
the risks arising from the relatively short maturity structure of domestic
borrowing and the potential deterioration in financing conditions as a result of
market, economic and political factors, which may be outside the Republic's
control, may jeopardize the debt dynamics of the Republic; 5) potential inflation
risks; 6) risks associated with Turkey's current account deficit; 7) risks associated
with the foreign exchange rate of the Republic's currency; 8) risks associated
with delays or other adverse developments in the Republic's accession to the
European Union which may have a negative impact on the Republic's economic
performance and credit ratings; 9) risks associated with pending arbitration
proceedings; and 10) risks associated with external shocks.

These risk factors are described in the section entitled "Risk Factors" of this
prospectus supplement.

S-8

Fiscal Agency Agreement
The notes will be issued pursuant to the Fiscal Agency Agreement.

Exchange Rate Agent
Citibank, N.A., London Branch

Taxation
For a discussion of United States, Turkish and Luxembourg tax consequences
associated with the notes, see "Taxation" in this prospectus supplement. Investors
should consult their own tax advisors in determining the foreign, U.S. federal,
state, local and any other tax consequences to them of the purchase, ownership
and disposition of the notes.

Governing Law
The notes will be governed by the laws of the State of New York, except with
respect to the authorization and execution of the notes, which will be governed by
the laws of the Republic of Turkey.

Clearing Reference Numbers
Common Code 099315539
US ISIN No.
US900123CE88
XS ISIN No.
XS0993155398
CUSIP No.
900123 CE8

S-9

RISK FACTORS
You should read this entire prospectus supplement and the accompanying prospectus carefully. Words and expressions defined
elsewhere in this prospectus supplement and the accompanying prospectus have the same meanings in this section. Investing in the
notes involves certain risks. In addition, the purchase of the notes may involve substantial risks and be suitable only for investors who
have the knowledge and experience in financial and business matters to enable them to evaluate the risks and merits of an investment
in the notes. You should make your own inquiries as you deem necessary without relying on the Republic or any underwriter and
should consult with your financial, tax, legal, accounting and other advisers, prior to deciding whether to make an investment in the
notes. You should consider, among other things, the following:
Risks Relating to the Notes
The trading market for debt securities may be volatile and may be adversely impacted by many events.
The market for the notes issued by the Republic is influenced by economic and market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in the United States and Europe and other industrialized countries. There can
be no assurance that events in Turkey, the United States, Europe or elsewhere will not cause market volatility or that such volatility
will not adversely affect the price of the notes or that economic and market conditions will not have any other adverse effect.
There may be no active trading market for the notes.
There can be no assurance that an active trading market for the notes will develop, or, if one does develop, that it will be
maintained. If an active trading market for the notes does not develop or is not maintained, the market or trading price and liquidity of
the notes may be adversely affected. If the notes are traded after their initial issuance, they may trade at a discount to their initial
offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the
financial condition of the Republic. Although an application will be made to list on the Official List and trade the notes on the
Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange, there is no assurance that such application will be
accepted or that an active trading market will develop.
The notes may not be a suitable investment for all investors.
You must determine the suitability of investment in the notes in the light of your own circumstances. In particular, you should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the notes and the merits and risks of
investing in the notes;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the notes and the impact the notes will have on your overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the notes, including where
the currency for principal or interest payments is different from your currency;
(iv) understand thoroughly the terms of the notes and be familiar with the behavior of any relevant indices and financial
markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate
and other factors that may affect your investment and your ability to bear the applicable risks.
The notes are unsecured.
The notes constitute unsecured obligations of the Republic.
The notes contain provisions that permit the Republic to amend the payment terms without the consent of all holders.
The notes contain provisions regarding acceleration and voting on amendments, modifications, changes and waivers, which are
commonly referred to as "collective action clauses". Under these provisions, certain key provisions of the notes may be amended,
including the maturity date, interest rate and other payment terms, with the consent of the holders of 75% of the aggregate principal
amount of the outstanding notes. See "Description of the Notes -- Default; Acceleration of Maturity" and "-- Amendments and
Waivers" in this prospectus supplement and "Collective Action Securities" in the accompanying prospectus.

S-10