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REPUBLIC of PARAGUAY US$500,000,000 4.700% Bonds Due 2027

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REPUBLIC of PARAGUAY US$500,000,000 4.700% Bonds Due 2027 OFFERING MEMORANDUM REPUBLIC OF PARAGUAY US$500,000,000 4.700% Bonds due 2027 We are offering US$500,000,000 aggregate principal amount of 4.700% bonds due 2027 (the “Bonds”) of the Republic of Paraguay (the “Republic” or “Paraguay”) that will bear interest on their outstanding principal amount from the date of issuance, expected to be March 27, 2017 (the “Settlement Date”), at a rate of 4.700%, payable semi-annually in arrears on March 27 and September 27 of each year (each, an “Interest Payment Date”), commencing on September 27, 2017 and ending on March 27, 2027 (the “Maturity Date”). The Bonds constitute and will constitute direct, general, unconditional and unsubordinated External Debt (as defined herein) of the Republic for which the full faith and credit of the Republic is pledged. The Bonds rank and will rank without any preference among themselves and equally with all other unsubordinated External Debt of the Republic. It is understood that this provision shall not be construed so as to require the Republic to make payments under the Bonds ratably with payments being made under any other External Debt. The Bonds will contain provisions, commonly known as “collective action clauses.” Under these provisions, which differ from the terms of our external debt issued prior to March 31, 2016, we may amend the payment provisions of any series of debt securities issued under the indenture (including the Bonds) and other reserved matters listed in the indenture with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 66 ⅔% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually. See “Description of the Bonds—Meetings, Amendments and Waivers—Collective Action.” We will apply to list the Bonds on the Official List of the Luxembourg Stock Exchange and to have the Bonds trade on the Euro MTF Market of the Luxembourg Stock Exchange. See “Risk Factors” beginning on page 9 to read about important factors you should consider before investing in the Bonds. The Bonds have not been and will not be registered under the 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 may not be offered or sold in the United States to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) unless the Bonds are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and applicable state securities laws is available. The Bonds are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act (“Rule 144A”) and outside the United States to persons that are not U.S. persons in accordance with Regulation S. For a description of certain restrictions on transfer of the Bonds, see “Notice to Investors” and “Transfer Restrictions.” Public Price: 100.000% plus accrued interest, if any, from March 27, 2017. Delivery of the Bonds in book-entry form will be made through the facilities of The Depository Trust Company (“DTC”) and its direct and indirect participants, including Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, Luxembourg, société anonyme (“Clearstream”) on March 27, 2017. Sole Book-Runner Citigroup The date of this Offering Memorandum is March 22, 2017. -ii- Paraguay has provided you only with the information contained in this Offering Memorandum. Paraguay has not authorized anyone to provide you with different information. Paraguay is not, and the Initial Purchaser (as defined under “Plan of Distribution”) is not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this Offering Memorandum is accurate as of any date other than the date on the front of this Offering Memorandum. TABLE OF CONTENTS Page NOTICE TO INVESTORS .......................................................................................................................................... iv NOTICE TO UNITED KINGDOM RESIDENTS ONLY ............................................................................................ v CONVENTIONS .......................................................................................................................................................... vi CAUTIONARY STATEMENT REGARDING PROJECTIONS AND OTHER INFORMATION ABOUT FUTURE EVENTS .............................................................................................................................................viii OFFERING MEMORANDUM SUMMARY ............................................................................................................... 1 RISK FACTORS ........................................................................................................................................................... 9 USE OF PROCEEDS .................................................................................................................................................. 20 REPUBLIC OF PARAGUAY ..................................................................................................................................... 21 THE PARAGUAYAN ECONOMY ........................................................................................................................... 28 BALANCE OF PAYMENTS AND FOREIGN TRADE ............................................................................................ 61 MONETARY SYSTEM .............................................................................................................................................. 76 PUBLIC SECTOR FINANCES .................................................................................................................................. 92 PUBLIC SECTOR DEBT ......................................................................................................................................... 107 DESCRIPTION OF THE BONDS ............................................................................................................................ 121 BOOK-ENTRY, DELIVERY AND FORM ............................................................................................................. 133 TAX CONSIDERATIONS ....................................................................................................................................... 138 PLAN OF DISTRIBUTION ...................................................................................................................................... 142 TRANSFER RESTRICTIONS .................................................................................................................................. 149 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ......................................................... 152 OFFICIAL STATEMENTS AND DOCUMENTS ................................................................................................... 153 VALIDITY OF THE BONDS ................................................................................................................................... 154 AUTHORIZED AGENT ........................................................................................................................................... 155 GENERAL INFORMATION .................................................................................................................................... 156 APPENDIX ............................................................................................................................................................... 157 -iii- NOTICE TO INVESTORS The Bonds will be available in book-entry form only. Paraguay expects that the Bonds sold pursuant to this Offering Memorandum will be issued in the form of one or more global certificates, which will be deposited with, or on behalf of, DTC and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on, and transfers of the global certificates will be effected only through, records maintained by DTC and its participants, including Euroclear and Clearstream. After the initial issuance of the global certificates, Bonds in certificated form will be issued in exchange for the global certificates only as set forth in the indenture governing the Bonds. See “Book-Entry, Delivery and Form.” This Offering Memorandum does not constitute an offer of or an invitation by or on behalf of Paraguay or the Initial Purchaser to subscribe or purchase any of the Bonds in any jurisdiction where the offer or sale would not be permitted or is not authorized. The distribution of this Offering Memorandum and the offering of the Bonds in certain jurisdictions
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