Obligation Equateur 1.5% ( XS1707041262 ) en USD

Equateur

41.38 % ⇌

Equateur

XS1707041262 ( en USD )

1.5% par an ( paiement semestriel )

31/07/2040

Prospectus brochure de l'obligation Ecuador XS1707041262 en USD 1.5%, échéance 31/07/2040

23/10/2025 ( Dans 43 jours )

L'Équateur, pays d'Amérique du Sud situé sur la ligne équatoriale, est caractérisé par une grande diversité géographique incluant la cordillère des Andes, la forêt amazonienne et les îles Galapagos.

L'Obligation émise par Equateur ( Equateur ) , en USD, avec le code ISIN XS1707041262, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2040

OFFERING CIRCULAR

The Republic of Ecuador
U.S.$2,500,000,000 8.875% Notes due 2027

The Republic of Ecuador (the "Republic" or "Ecuador") is offering U.S.$2,500,000,000 aggregate principal amount of 8.875% Notes due 2027
(the "Notes"). Interest on the Notes will be payable semi-annually in arrears on April 23 and October 23 of each year, commencing on April 23,
2018 . The Notes will contain provisions, commonly known as "collective action clauses," regarding acceleration of the Notes and voting on
future amendments, modifications and waivers to the terms and conditions of the Notes. These provisions, which are described in the sections
entitled "Description of the Notes--Events of Default" and "Description of the Notes--ModificationsCollective Action," differ from those
applicable to certain of the Republic's outstanding External Indebtedness (as defined herein). Under such provisions, the Republic may: (a)
amend the payment provisions of each Series of Notes and certain other reserved matters with the consent of the holders of 75% of the
aggregate amount of the outstanding Series of Notes and other non-reserved matters with the consent of the holders of 66% of the aggregate
amount of the outstanding Series of Notes; (b) make reserved matter modifications affecting two or more series of debt securities with the
consent of (x) holders of at least 66% of the aggregate principal amount of the outstanding debt securities of all series that would be
affected by that reserved matter modification (taken in aggregate) and (y) holders of more than 50% of the aggregate principal amount of
the outstanding debt securities of each affected series (taken individually); or (c) make reserved matter modifications affecting two or more
series of debt securities with the consent of holders of at least 75% of the aggregate principal amount of the outstanding debt securities of
all affected series (taken in aggregate), provided that the Uniformly Applicable condition is satisfied, as more fully described in
"Description of the Notes--Modifications--Collective Action."

Except as described herein, payments on the Notes will be made without deduction for or on account of withholding taxes imposed by the
Republic. There is currently no public market for the Notes. Application has been made or will be made to list the Notes on the Official
List of the Luxembourg Stock Exchange and to have the Notes admitted to trading on the Euro MTF Market. This Offering Circular
constitutes a prospectus for the purpose of the Luxembourg Law dated July 10, 2005 on prospectuses for securities, as amended. The
Notes are and will be issued in registered form and, in limited circumstances, definitive form in minimum denominations of U.S.$200,000
and integral multiples of U.S.$1,000 in excess thereof.

See "Risk Factors" beginning on page 31 regarding certain risk factors you should consider before investing in the Notes.
___________________
Notes Price: 100.000%

plus accrued interest, if any, from October 23, 2017.
Delivery of the Notes will be made on or about October 23, 2017.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). The Notes
may not be sold within the United States or to U.S. persons except to qualified institutional buyers in reliance on the exemption
from registration provided by Rule 144A under the Securities Act and offered and sold to certain persons in offshore transactions
in reliance on Regulation S under the Securities Act ("Regulation S"). You are hereby notified that sellers of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act.
The Notes will be represented by one or more permanent global notes in fully registered form without interest coupons, deposited with a
common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). Beneficial
interests of Euroclear participants in the global notes will be shown on, and transfers thereof between Euroclear participants will be
effected only through, records maintained by Euroclear and its direct and indirect participants, including Clearstream Banking, société
anonyme. See "Book-Entry Settlement and Clearance."

Initial Purchasers and Global Coordinators

Credit Suisse
Deutsche Bank S
ecurities
J.P. Morgan
The date
of this Offering Circular is October 23, 2017.

i

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE REPUBLIC AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND THE RISKS INVOLVED.
You should rely only on the information contained in this Offering Circular or to which the Republic
of Ecuador has referred you. Ecuador has not, and the Initial Purchasers have not, authorized anyone to
provide you with information that is different from the information contained in this Offering Circular. This
Offering Circular may only be used where it is legal to sell these Notes. The information in this Offering
Circular may only be accurate on the date of this Offering Circular.
This Offering Circular may only be used for the purposes for which it has been published.
_________________

TABLE OF CONTENTS
Page

PRESENTATION OF INFORMATION ................................................................................................................. v
FORWARD-LOOKING STATEMENTS ............................................................................................................... v
ARBITRATION AND ENFORCEABILITY ....................................................................................................... viii
EXCHANGE RATE INFORMATION .................................................................................................................. xi
SUMMARY ........................................................................................................................................................... 1
The Republic of Ecuador .......................................................................................................................... 1
The Ecuadorian Economy ......................................................................................................................... 6
Balance of Payments and Foreign Trade .................................................................................................. 10
Monetary System .................................................................................................................................... 12
Public Sector Finances ............................................................................................................................ 14
Public Debt ............................................................................................................................................. 16
Selected Economic Indicators ................................................................................................................. 21
THE OFFERING ................................................................................................................................................. 23
RISK FACTORS .................................................................................................................................................. 31
Risk Factors Relating to the Notes........................................................................................................... 31
Risk Factors Relating to Ecuador ............................................................................................................ 33
USE OF PROCEEDS ........................................................................................................................................... 43
THE REPUBLIC OF ECUADOR ......................................................................................................................... 44
Territory, Population and Society ............................................................................................................ 44
Historical Background ............................................................................................................................ 47
Form of Government .............................................................................................................................. 48
Memberships in International Organizations and International Relations .................................................. 53
THE ECUADORIAN ECONOMY ....................................................................................................................... 56
Gross Domestic Product .......................................................................................................................... 56
Economic and Social Policies.................................................................................................................. 58
Strategic Sectors of the Economy ............................................................................................................ 68
Other Sectors of the Economy ................................................................................................................. 79
LEGAL PROCEEDINGS ..................................................................................................................................... 87
BALANCE OF PAYMENTS AND FOREIGN TRADE ....................................................................................... 96
Balance of Payments ............................................................................................................................... 96
Current Account ..................................................................................................................................... 99
Capital and Financial Account .............................................................................................................. 101
Foreign Trade ....................................................................................................................................... 102
Regional Integration ............................................................................................................................. 104
ii

Foreign Direct Investment ..................................................................................................................... 108
MONETARY SYSTEM ..................................................................................................................................... 110
The Central Bank .................................................................................................................................. 110
Financial Sector .................................................................................................................................... 111
Banking System .................................................................................................................................... 115
Banking Sector ..................................................................................................................................... 119
Cooperative Banks ................................................................................................................................ 120
Capital Markets .................................................................................................................................... 120
Interest Rates and Money Supply .......................................................................................................... 121
PUBLIC SECTOR FINANCES .......................................................................................................................... 127
Overview .............................................................................................................................................. 127
Non-Financial Public Sector Revenues and Expenditures ...................................................................... 129
Taxation and Customs........................................................................................................................... 134
Foreign Aid .......................................................................................................................................... 136
Central Government Expenditures ......................................................................................................... 136
2015, 2016 and 2017 Budgets ............................................................................................................... 136
PUBLIC DEBT .................................................................................................................................................. 139
General ................................................................................................................................................. 139
External Debt ....................................................................................................................................... 140
Internal Debt......................................................................................................................................... 145
Debt Obligations ................................................................................................................................... 148
DESCRIPTION OF THE NOTES ...................................................................................................................... 156
SUBSCRIPTION AND SALE ............................................................................................................................ 173
BOOK-ENTRY SETTLEMENT AND CLEARANCE ....................................................................................... 180
Global Notes......................................................................................................................................... 180
Exchanges between the Global Notes .................................................................................................... 180
Book-Entry Procedures for the Global Notes ......................................................................................... 181
Certificated Notes ................................................................................................................................. 182
TRANSFER RESTRICTIONS ........................................................................................................................... 183
TAXATION ....................................................................................................................................................... 186
VALIDITY OF THE NOTES ............................................................................................................................. 190
GENERAL INFORMATION ............................................................................................................................. 191
________________

iii

The Notes will be general, direct, unsecured, unsubordinated and unconditional obligations of Ecuador, will
be backed by the full faith and credit of Ecuador and will rank equally in terms of priority with Ecuador's External
Indebtedness (other than Excluded Indebtedness), as defined in "Description of the Notes", provided, that, such
ranking is in terms of priority only and does not require that Ecuador make ratable payments on the Notes with
payments made on its other External Indebtedness.
The Notes will be issued in registered form only. Each Series of Notes sold in offshore transactions in
reliance on Regulation S under the Securities Act will be represented by one or more permanent global notes in fully
registered form without interest coupons (the "Regulation S Global Note") and each Series of Notes sold in the
United States to qualified institutional buyers (each a "qualified institutional buyer") as defined in, and in reliance
on, Rule 144A under the Securities Act (the "Rule 144A") will be represented by one or more permanent global
notes in fully registered form without interest coupons (the "Restricted Global Note" and, together with the
Regulation S Global Note, the "Global Notes"), in each case deposited with a common depositary for, and registered
in the nominee name of a common depositary for Euroclear for the respective accounts at Euroclear as such
subscribers may direct. Beneficial interests of Euroclear participants (as defined under "Book-Entry Settlement and
Clearance") in the Global Notes will be shown on, and transfers thereof between Euroclear participants will be
effected only through, records maintained by Euroclear and its direct and indirect participants, including
Clearstream. See "Book-Entry Settlement and Clearance." Except as described herein, definitive Notes will not be
issued in exchange for beneficial interests in the Global Notes. See "Description of the Notes--Definitive Notes."
For restrictions on transfer applicable to the Notes, see "Transfer Restrictions" and "Subscription and Sale."
The Republic has taken reasonable care to ensure that the information contained in this Offering Circular is
true and correct in all material respects and not misleading as of the date hereof, and that, to the best of the
knowledge and belief of the Republic, there has been no omission of information which, in the context of the issue
of the Notes, would make this Offering Circular as a whole or any information included in this Offering Circular,
misleading in any material respect. The Republic accepts responsibility accordingly.
This Offering Circular does not constitute an offer by, or an invitation by or on behalf of, the Republic or
the Initial Purchasers to subscribe to or purchase any of the Notes. Each recipient shall be deemed to have made its
own investigation and appraisal of the financial condition of the Republic. The distribution of this Offering Circular
or any part of it and the offering, possession, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Offering Circular comes are required by the Republic and the Initial
Purchasers to inform themselves about and to observe any such restrictions. See "Subscription and Sale" and
"Transfer Restrictions" for a description of further restrictions on the offer, sale and delivery of Notes, the
distribution of this Offering Circular, and other offering material relating to the Notes.
Each purchaser of Notes sold outside the United States in reliance on Regulation S will be deemed to have
represented that it is not purchasing Notes with a view to distribution thereof in the United States.
Each person purchasing Notes pursuant to Rule 144A will be deemed to:
· represent that it is purchasing the Notes for its own account or an account with respect to which it
exercises sole investment discretion and that it or such account is a qualified institutional buyer (as
defined in Rule 144A); and
· acknowledge that the Notes have not been and will not be registered under the Securities Act or any
State securities laws and may not be reoffered, resold, pledged or otherwise transferred except as
described under "Transfer Restrictions."
Each person purchasing Notes pursuant to Rule 144A also acknowledges that:
· it has been afforded an opportunity to request from the Republic and to review, and it has received, all
additional information considered by it to be necessary to verify the accuracy of the information herein
iv

and acknowledges that the preliminary and final offering circulars supersede any other information or
presentation regarding the Republic;
· it has not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in
connection with its investigation of the accuracy of the information contained in this Offering Circular
or its investment decision; and
· no person has been authorized to give any information or to make any representation concerning the
Republic or the Notes other than those contained in this Offering Circular and, if given or made, such
information or representation should not be relied upon as having been authorized by the Republic or
the Initial Purchasers.
IN CONNECTION WITH THIS ISSUANCE OF NOTES, THE INITIAL PURCHASERS MAY,
THEMSELVES OR THROUGH THEIR AFFILIATES, OVERALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL WHICH
MIGHT NOT OTHERWISE PREVAIL IN THE OPEN MARKET, TO THE EXTENT PERMITTED BY
APPLICABLE LAWS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
PRESENTATION OF INFORMATION
Unless otherwise specified or the context requires, references to "U.S. dollars," "$" and "U.S.$" are to
United States dollars.
References to the "Republic" and "Ecuador" are to the Republic of Ecuador, references to the
"Government" are to the Government of the Republic of Ecuador and the use of the term "Governmental" shall be
with regards to the Government of the Republic of Ecuador.
References to "FOB" are to exports free on board and to "CIF" are to imports including cost, insurance and
freight charges.
References to laws that are "published" are to laws that have been approved by the Asamblea Nacional (the
"National Assembly"), a single chamber national assembly elected through direct popular vote for a four-year
period, and confirmed by the President.
Certain figures included in this Offering Circular have been rounded for ease of presentation. Percentage
figures included in this Offering Circular have not in all cases been calculated on the basis of such rounded figures
but on the basis of such amounts prior to rounding.
Certain economic and financial data in this Offering Circular is derived from information previously
published by Banco Central del Ecuador (the "Central Bank") and other Governmental entities of Ecuador. This
data is subject to correction and change in subsequent publications.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains certain forward-looking statements (as such term is defined in the
Securities Act) concerning the Republic. These statements are based upon beliefs of certain Government officials
and others as well as a number of assumptions and estimates that are inherently subject to significant uncertainties,
many of which are beyond the control of the Republic. Future events may differ materially from those expressed or
implied by such forward-looking statements. Such forward-looking statements include information contained in the
sections "Summary," "The Republic of Ecuador," "The Ecuadorian Economy," "Balance of Payments and Foreign
Trade," "Monetary System," "Public Sector Finances" and "Public Debt" as well as:
v

External factors, such as:
· lower petroleum and mineral prices, which could adversely affect Ecuador's economy, fiscal accounts and
International Reserves;
· damage to and volatility in the international capital markets for emerging markets issuers caused by
economic conditions in other emerging markets or changes in policy of Ecuador's trading partners and the
international capital markets generally, which could affect Ecuador's ability to engage in planned
borrowing;
· changes in import tariffs and exchange rates of other countries, which could harm Ecuador's exports and,
as a consequence, have a negative impact on the growth of Ecuador's economy;
· recession or low growth in the economies of Ecuador's trading partners, particularly of the United States
and the European Union, which could lead to fewer exports and affect Ecuador's growth;
· a deterioration in relations between Ecuador and other countries in the region or other disruptions to
Ecuador's international relations;
· changes in credit rating of the Republic;
· the impact of changes in the international price of commodities;
· higher international interest rates, which could increase Ecuador's debt service requirements and require a
shift in budgetary expenditures toward additional debt service; and
· terrorist attacks in the United States or elsewhere, acts of war, or any general slowdown in the global
economy.
Internal factors, such as:
· social and political unrest in Ecuador;
· Ecuador's ability to continue to attract foreign investment;
· continued public support for Ecuador's current economic policies;
· Ecuador's level of domestic debt;
· general economic and business conditions in Ecuador; and
· other factors identified or discussed under "Risk Factors."
In addition, in those and other portions of this Offering Circular, the words "anticipates," "believes,"
"contemplates," "estimates," "expects," "plans," "intends," "projections" and similar expressions, as they relate to
the Republic, are intended to identify forward-looking statements.
Undue reliance should not be placed on forward-looking statements, which are based on current
expectations. Forward-looking statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions. Future results may differ materially from those expressed in forward-looking
statements. Many of the factors that will determine these results and values are beyond the Republic's ability to
control or predict. Because of the risks and uncertainties involved, an investment decision based on the estimates
and forward-looking statements should not be made. All forward-looking statements and risk factors included in this
Offering Circular are made as of the date on the front cover of this Offering Circular, based on information available
vi

to the Republic as of such date, and Ecuador assumes no obligation to update any forward-looking statement or risk
factor.
vii

ARBITRATION AND ENFORCEABILITY
The Republic is a sovereign state. Consequently, it may be difficult for investors to obtain or realize upon
judgments in the courts of the United States or otherwise to enforce the Republic's obligations under the Notes.
Under its Constitution, the Republic recognizes arbitration, mediation and other alternative dispute resolution
proceedings for the resolution of controversies. The Republic has not consented to the jurisdiction of any court in
connection with actions arising out of relating to or having any connection with the Notes and has submitted itself to
arbitration under the LCIA Rules (as defined below). This submission to arbitration has been approved by the Office
of the Attorney General as the competent body of the Republic which allows state courts to decide certain matters as
described below. See "Description of the Notes--Sovereign Immunity." The Republic has agreed to the following
arbitration provisions (which shall be governed by English law) as part of the terms and conditions of the Notes
under an indenture between the Republic and The Bank of New York Mellon (the "Trustee"), expected to be dated
on the Closing Date (the "Indenture"):
(a)
Any dispute, controversy or claim of any nature arising out of, relating to or having any
connection with the Indenture, including any dispute as to the existence, validity, interpretation,
performance, breach, termination or consequences of the nullity of the Indenture (a "Dispute")
where the Republic is either a party, claimant, respondent or is otherwise necessary thereto, will
not be referred to a court of any jurisdiction and will instead be referred to and finally resolved by
arbitration under the Rules of the London Court of International Arbitration ("LCIA") ("LCIA
Rules") as at present in force and as modified by the Indenture, in which LCIA Rules are deemed
to be incorporated by reference. The provisions in the LCIA Rules regarding an Emergency
Arbitrator shall not apply. In particular:
(i)
There will be three arbitrators.
(ii)
Each arbitrator will be an English or New York qualified lawyer of at least 15 years'
standing with experience in relation to international banking or capital markets disputes.
At least one of those arbitrators will be a lawyer qualified in New York.
(iii)
If there are two parties to the Dispute, each party will be entitled to nominate one
arbitrator. If there are multiple claimants and/or multiple respondents, all claimants
and/or all respondents will attempt to agree upon their respective nomination(s) such that
the claimants will together be entitled to nominate one arbitrator and the respondents will
together be entitled to nominate one arbitrator. If any such party or multiple parties fail
to nominate an arbitrator within 30 days from and including the date of receipt of the
relevant request for arbitration, an arbitrator will be appointed on their behalf by the
LCIA Court in accordance with the LCIA Rules and applying the criteria at clause (ii)
above. In such circumstances, any existing nomination or confirmation of the arbitrator
chosen by the party or parties on the other side of the proposed arbitration will be
unaffected, and the remaining arbitrator(s) will be appointed in accordance with the
LCIA Rules.
(b)
The third arbitrator and chairman of the arbitral tribunal will be appointed by the LCIA Court in
accordance with the LCIA Rules and applying the criteria at clause (ii) above.
(c)
The seat, or legal place, of arbitration will be London, England.
(d)
The language to be used in the arbitration will be English. The arbitration provisions contained in
the Indenture will be governed by English law.
(e)
Without prejudice to any other mode of service allowed by law, the Republic thereby appoints
Law Debenture Corporate Services Limited, with its registered office at 5/F, 100 Wood Street,
EC2V 7EX, London, England (the "Process Agent") as its agent under the Indenture for service of
viii

process in relation to any proceedings before the English courts in relation to any arbitration
contemplated by the Indenture or in relation to recognition or enforcement of any such arbitral
award obtained in accordance with the Indenture.
If the Process Agent is unable to act as the Republic's agent under the Indenture for the service of process,
the Republic must immediately (and in any event within ten days of the event taking place) appoint another agent (a
"Replacement Agent") on terms acceptable to the Trustee.
The Republic agrees that failure by the Process Agent or, as applicable, a Replacement Agent, to notify the
Republic of the process will not invalidate the proceedings concerned.
Under the terms of the Notes, each holder of the Notes is deemed to have agreed to the use of arbitration
under the LCIA Rules to resolve any dispute, controversy or claim of any nature arising out of, relating to or having
any connection with the Notes. Accordingly, any court proceedings brought against the Republic by a holder of the
Notes (other than to enforce an arbitration award) may be stayed in favor of arbitration.
The Republic has not waived sovereign immunity in relation to the Notes. The Republic has, however,
undertaken not to invoke any defense on the basis of any kind of immunity, for itself and/or its assets, which do not
constitute "Immune Property" in respect of legal actions or proceedings in connection with the Notes.
"Immune Property," in accordance with the provisions of the laws of the Republic, means:
(a)
any property which is used or designated for use in the performance of the functions of the
diplomatic mission of Ecuador or its consular posts;
(b)
aircraft, naval vessels and other property of a military character or used or designated for use in
the performance of military functions;
(c)
property forming part of the cultural heritage of Ecuador or part of its archives;
(d)
unexploited natural non-renewable resources in Ecuador;
(e)
funds managed in the national Treasury Account;
(f)
assets and resources comprising available monetary reserves of Ecuador;
(g)
public domain assets used for providing public services in Ecuador;
(h)
national assets located in the territory of Ecuador and belonging to the Republic, such as streets,
bridges, roads, squares, beaches, sea and land located over 4,500 meters above sea level;
(i)
accounts of the Central Bank, whether they are held abroad or locally; and
(j)
public entities' deposits with the Central Bank, whether they are maintained abroad or locally.
The decision of any arbitral tribunal shall be final to the fullest extent permitted by law. The Republic
submits to the jurisdiction of any Ecuadorian court or of any court outside the Republic in connection with a
properly obtained arbitral award, and such an arbitral award may be enforced in any jurisdiction in accordance with
the New York Convention on the Recognition and Enforcement of Arbitral Awards 1958. The Republic also
submits to the jurisdiction of the English courts in connection with any proceedings invoking the supervisory
jurisdiction of those courts in relation to an arbitration conducted pursuant to the Indenture.
Any award rendered by an arbitral tribunal properly constituted under the Purchase Agreement, the
Indenture or the Notes (as the case may be), would be enforceable against the Republic after an homologation
ix