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REPUBLIC of PARAGUAY 5.400% Bonds Due 2050

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REPUBLIC of PARAGUAY 5.400% Bonds Due 2050 OFFERING MEMORANDUM US$500,000,000 REPUBLIC OF PARAGUAY 5.400% Bonds due 2050 We are offering US$500,000,000 aggregate principal amount of 5.400% bonds due 2050 (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 February 7, 2019 (the “Settlement Date”), at a rate of 5.400%, payable semi-annually in arrears on March 30 and September 30 of each year (each, an “Interest Payment Date”), commencing on September 30, 2019 and ending on March 30, 2050 (the “Maturity Date”). Principal on the Bonds will be repaid in three installments on March 30, 2048, March 30, 2049 and at maturity. See “Description of the Bonds—General—Basic Terms.” The Republic may redeem the Bonds, in whole or in part, at any time or from time to time prior to the date that is six months prior to the scheduled maturity of the Bonds (“Par Call Date”), by paying the greater of 100% of the principal amount of the Bonds being redeemed and a “make-whole” amount, in each case, plus accrued and unpaid interest. Beginning on the Par Call Date, the Republic may redeem the Bonds in whole or in part, at any time or from time to time, at the Republic’s option at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Bonds being redeemed to the date of redemption. See “Description of the Bonds—Redemption and Repurchase— Optional Redemption.” 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 the Republic’s public external indebtedness issued prior to March 31, 2016, the Republic 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 less than all of the holders of the debt securities. 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 only to qualified institutional buyers in reliance on Rule 144A under the Securities Act (“Rule 144A”) or to non 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: 99.987% plus accrued interest, if any, from February 7, 2019. 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 or about February 7, 2019. Global Coordinator / Joint Book-Running Manager Citigroup Joint Book-Running Managers Goldman Sachs & Co. LLC Morgan Stanley The date of this Offering Memorandum is February 4, 2019. -i- Paraguay has provided you only with the information contained in this offering memorandum (the “Offering Memorandum”). Paraguay has not authorized anyone to provide you with different information. Paraguay is not, and the Initial Purchasers (as defined under “Plan of Distribution”) are 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 ......................................................................................................................................... iii PRIIPs/IMPORTANT – EEA RETAIL INVESTORS ................................................................................................. iv NOTICE TO UNITED KINGDOM RESIDENTS ONLY ........................................................................................... iv CONVENTIONS ........................................................................................................................................................... v CAUTIONARY STATEMENT REGARDING PROJECTIONS AND OTHER INFORMATION ABOUT FUTURE EVENTS .............................................................................................................................................. vii SUMMARY .................................................................................................................................................................. 1 RISK FACTORS ........................................................................................................................................................... 9 USE OF PROCEEDS .................................................................................................................................................. 19 REPUBLIC OF PARAGUAY ..................................................................................................................................... 20 THE PARAGUAYAN ECONOMY ........................................................................................................................... 28 BALANCE OF PAYMENTS AND FOREIGN TRADE ............................................................................................ 61 MONETARY SYSTEM .............................................................................................................................................. 76 PUBLIC SECTOR FINANCES .................................................................................................................................. 94 PUBLIC SECTOR DEBT ......................................................................................................................................... 110 DESCRIPTION OF THE BONDS ............................................................................................................................ 129 BOOK-ENTRY, DELIVERY AND FORM.............................................................................................................. 143 TAX CONSIDERATIONS ....................................................................................................................................... 148 PLAN OF DISTRIBUTION ...................................................................................................................................... 152 TRANSFER RESTRICTIONS .................................................................................................................................. 160 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ......................................................... 163 OFFICIAL STATEMENTS AND DOCUMENTS ................................................................................................... 164 VALIDITY OF THE BONDS ................................................................................................................................... 165 AUTHORIZED AGENT ........................................................................................................................................... 166 GENERAL INFORMATION .................................................................................................................................... 167 APPENDIX ............................................................................................................................................................... 168 -ii- 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
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