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The Republic of El Salvador Citigroup Scotiabank

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The Republic of El Salvador Citigroup Scotiabank OFFERING CIRCULAR The Republic of El Salvador US$1,097,000,000 7.1246% Notes due 2050 The Republic of El Salvador (the “Republic” or “El Salvador”) is offering US$1,097,000,000 aggregate principal amount of its 7.1246% Notes due 2050 (the “2050 Notes”). Interest on the Notes will be payable semi-annually in arrears on January 20 and July 20 of each year commencing on January 20, 2020. The Notes will mature on January 20, 2050. This Offering Circular constitutes a prospectus for the purpose of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019. The Notes will contain “collective action clauses”. Under these provisions, which differ from the terms of the Republic’s Public External Indebtedness issued prior to February 28, 2017, the Republic may amend the payment provisions of the Notes and other reserved matters listed in the indenture with the consent of the holders of: (1) with respect to a single series of notes, more than 75% of the aggregate principal amount of the outstanding notes of such series; (2) with respect to two or more series of notes, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of notes, more than 66 2/3% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the notes of each series affected by the proposed modification, taken individually. Except as described herein, payments on the Notes will be made without deduction for or on account of withholding taxes imposed by the Republic. Application has been 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. Application will also be made to list the Notes on the El Salvador Stock Exchange. See “Risk Factors” beginning on page 12 regarding certain risk factors you should consider before investing in the Notes. Price: 100.000% plus accrued interest, if any, from August 6, 2019. Delivery of the Notes will be made on or about August 6, 2019. 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 offered or 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 to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. 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. Joint Book-Running Managers Citigroup Scotiabank The date of this Offering Circular is July 30, 2019. TABLE OF CONTENTS Page PRESENTATION OF INFORMATION ................................................................................................................................................ iii FORWARD-LOOKING STATEMENTS ............................................................................................................................................... iii ARBITRATION AND ENFORCEABILITY ......................................................................................................................................... iv SUMMARY ............................................................................................................................................................................................. 1 SELECTED ECONOMIC INDICATORS .............................................................................................................................................. 6 THE OFFERING ..................................................................................................................................................................................... 8 RISK FACTORS .................................................................................................................................................................................... 12 THE REPUBLIC OF EL SALVADOR ................................................................................................................................................. 19 THE SALVADORAN ECONOMY ...................................................................................................................................................... 24 FOREIGN TRADE AND BALANCE OF PAYMENTS ...................................................................................................................... 48 MONETARY SYSTEM ........................................................................................................................................................................ 59 PUBLIC SECTOR FINANCES ............................................................................................................................................................. 65 PUBLIC DEBT ...................................................................................................................................................................................... 75 DESCRIPTION OF THE NOTES ......................................................................................................................................................... 80 PLAN OF DISTRIBUTION .................................................................................................................................................................. 92 BOOK-ENTRY SETTLEMENT AND CLEARANCE ......................................................................................................................... 98 TRANSFER RESTRICTIONS ............................................................................................................................................................ 100 TAXATION ......................................................................................................................................................................................... 102 VALIDITY OF THE NOTES .............................................................................................................................................................. 106 GENERAL INFORMATION .............................................................................................................................................................. 107 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 we have referred you. We have not, and the Joint Book-Running Managers 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 securities. The information in this Offering Circular may only be accurate on the date of this Offering Circular. ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED PROSPECTUS REGULATION 2017/1129 (THE “PROSPECTUS REGULATION”) MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DFINED IN THE PROSPECTUS REGULATION). This Offering Circular may only be used for the purposes for which it has been published. The Notes will be direct, general and unconditional, unsubordinated and unsecured obligations of the Republic. The Notes rank and will rank without any preference among themselves and equally with all other unsecured and unsubordinated Public External Indebtedness (as defined under “Description of the Notes—Definitions”) of the Republic. It is understood that this provision shall not be construed so as to require the Republic to make payments under the Notes ratably with payments being made under any other Public External Indebtedness. The Republic has pledged its full faith and credit for the due and punctual payment of all amounts due in respect of the Notes. The Notes will be issued in registered form only. Notes sold in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”) will be represented by one or more permanent global notes in fully registered form without interest coupons (the “Regulation S Global Note”) deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”) for the respective accounts at DTC as such subscribers may direct. 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 (“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”) deposited with a custodian for, and registered in the name of a nominee of, DTC for the respective accounts at DTC as such subscribers may direct. Beneficial interests of DTC participants (as defined under “Book-Entry Settlement and Clearance”) in the Global Notes will be shown on, and transfers thereof between DTC participants will be effected only through, records maintained
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