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The Commonwealth of the Bahamas Deutsche Bank Securities RBC Capital Markets http://www.oblible.com LISTING PARTICULARS U.S.$750,000,000 The Commonwealth of The Bahamas 6.000% Notes due 2028 The Commonwealth of The Bahamas is offering U.S.$750,000,000 aggregate principal amount of its 6.000% Notes due 2028, that we refer to as the “notes.” The notes will bear interest at the rate of 6.000% per year. Interest on the notes is payable on May 21 and November 21 of each year, beginning on May 21, 2018. The notes will mature on November 21, 2028. The principal amount of the notes will be paid in three equal annual installments on November 21, 2026, November 21, 2027, and at maturity on November 21, 2028. We may redeem some or all of the notes at any time. The redemption prices are discussed under the caption “Description of the Notes—Optional Redemption.” The notes will be our direct, general, unsecured and unconditional obligations and will rank pari passu, without any preference or priority of payment, among themselves and with all our other present and future unsecured and unsubordinated indebtedness. The notes will be backed by the full faith and credit of the Commonwealth of The Bahamas. Application will be made to list the notes on the Luxembourg Stock Exchange and to have the notes admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus according to Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended. The notes have not and will not be registered under the U.S. Securities Act of 1933, as amended, or the “Securities Act,” or the securities laws of any other jurisdiction. Accordingly, the notes are being offered and sold by the initial purchasers within the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the notes, see “Notice to Investors.” Investing in the notes involves risks. See “Risk Factors” beginning on page 8 of this offering memorandum. Price: 100.00% plus accrued interest, if any, from November 21, 2017. The initial purchasers expect to deliver the notes to purchasers, in book-entry form through the facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about November 21, 2017. Deutsche Bank Securities RBC Capital Markets November 27, 2017 http://www.oblible.com You should rely only on the information contained in this offering memorandum. We have not authorized anyone to provide you with different information. We are not, and the initial purchasers are not, making an offer of these securities in any state or 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. Reference in this offering memorandum to “The Bahamas,” “the Commonwealth,” “the Government,” “we,” “us” and “our” refer to the Commonwealth of The Bahamas. TABLE OF CONTENTS Summary .................................................................. 1 Description of the Notes .......................................... 56 Risk Factors ............................................................. 8 Notice to Investors ................................................... 70 Use of Proceeds ....................................................... 12 Enforcement of Civil Liabilities .............................. 72 The Commonwealth of The Bahamas ...................... 13 Taxation ................................................................... 74 The Economy ........................................................... 17 Plan of Distribution ................................................. 77 Monetary and Financial System............................... 26 General Information ................................................ 82 External Sector of the Economy .............................. 34 Official Statements .................................................. 82 Government Enterprises .......................................... 38 Legal Matters ........................................................... 82 Government Finance ................................................ 41 Public Sector Debt ................................................... 47 Notwithstanding anything in this offering memorandum to the contrary, each prospective investor (and each employee, representative or other agent of the prospective investor) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of this offering and all materials of any kind (including opinions or other tax analyses) that are provided to the prospective investor relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. We have furnished the information contained in this offering memorandum. The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future. The initial purchasers have not independently verified any of the information contained herein (financial, legal or otherwise) and assume no responsibility for the accuracy or completeness of any such information. Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other regulatory authority has approved or disapproved of the securities nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy, completeness or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense. The notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. Please refer to the sections in this offering memorandum entitled “Plan of Distribution” and “Notice to Investors.” In making an investment decision, prospective investors must rely on their own examination of us and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this offering memorandum as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations. In this offering memorandum, we rely on and refer to certain economic and financial data. We obtained some of this data from independent publications or other publicly available information. To our knowledge, based on the information provided, no facts have been omitted which would render such information misleading. We confirm that, to the best of our knowledge, as of the date of this offering memorandum, the information contained in this offering memorandum relating to The Bahamas and the notes is in all material respects in accordance with the facts and does not omit anything likely to affect the import of such information in any material respect. We are responsible for the accuracy and completeness of the information contained in this offering memorandum. Application will be made to list the notes on the official list of the Luxembourg Stock Exchange and to trading on the Euro MTF Market. We will use our reasonable efforts to facilitate the listing and to maintain the listing of the notes on the official list of the Luxembourg Stock Exchange for trading on the Euro MTF Market so long as notes are outstanding; provided that, if at any time we determine that maintenance of listing becomes unduly onerous or requires disclosure of information beyond what we would be required to make publicly available in the Commonwealth, we may delist the notes from the official list of the Luxembourg Stock Exchange and the Euro MTF Market. If the notes are delisted from the official list of the Luxembourg Stock Exchange and the Euro MTF Market, we will use our reasonable efforts to list the notes on another internationally recognized securities exchange. This offering memorandum includes particulars given in compliance with the listing regulations of the Luxembourg Stock Exchange for trading on the Euro MTF Market for the purpose of giving information with regard to the Commonwealth. We accept full responsibility for the accuracy of the information contained in this offering memorandum and confirm having made all reasonable inquiries that, to the best of our knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. This offering memorandum contains descriptions that
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