SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 2019-10-10 SEC Accession No. 0001047469-19-005686 (HTML Version on secdatabase.com) FILER ITALY REPUBLIC OF Mailing Address Business Address C/O SASM&F (UK) LLP MINISTRY OF ECONOMY CIK:52782| IRS No.: 000000000 | Fiscal Year End: 1231 40 BANK STREET, CANARY AND FINANCE Type: 424B4 | Act: 33 | File No.: 333-234057 | Film No.: 191146164 WHARF VIA XX SETTEMBRE, 97 SIC: 8888 Foreign governments LONDON X0 E14 5DS ROME L6 00187 (44) 20 7519 7000 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-234057 US$7,000,000,000 The Republic of Italy US$2,500,000,000 2.375% Notes due 2024 US$2,000,000,000 2.875% Notes due 2029 US$2,500,000,000 4.000% Notes due 2049 The Republic of Italy Italy is a foreign sovereign government. It is a founding member of the European Union and one of 19 countries included in the European Economic and Monetary Union. The economy of Italy, as measured by 2018 gross domestic product, is the eighth largest in the world. The Notes The Republic of Italy is offering $7,000,000,000 in aggregate principal amount of its US$2,500,000,000 2.375% notes due 2024 (the "2024 Notes"), US$2,000,000,000 2.875% notes due 2029 (the "2029 Notes"), and US$2,500,000,000 4.000% notes due 2049 (the "2049 Notes", together with the 2024 Notes and the 2029 Notes, the "Notes"). The Notes will be direct, general and unconditional obligations of the Republic of Italy and will rank pari passu with all other unsecured and unsubordinated obligations of Italy. The Notes will contain collective action clauses with provisions regarding future modifications to their terms. Under those provisions, which are described beginning on page 56 of this Prospectus, modifications affecting the reserved matters listed in the Notes, including modifications to payment and other important terms of the Notes, may be made with the consent of the holders of 75% of the aggregate principal amount of the outstanding Notes. Interest on the Notes will accrue from October 17, 2019 and be payable on April 17 and October 17 of each year, commencing on April 17, 2020. The 2024 Notes, the 2029 Notes, and the 2049 Notes will be redeemed at 100% of their principal amount on October 17, 2024, October 17, 2029, and October 17, 2049, respectively. The Notes will be deposited on October 17, 2019 (the "Closing Date") with Citibank, N.A. as custodian for, and registered in the name of Cede & Co. as nominee of, The Depository Trust Company ("DTC") for the accounts of its participants including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. Proposed Trading Format Application has been made for the Notes to be admitted to the official list and trading on EuroMOT (Mercato Telematico Eurobbligazioni). Application has been made for the Notes to be admitted to the official list and trading on the Regulated Market of the Luxembourg Stock Exchange in accordance with the rules thereof. Per 2024 Note Total Per 2029 Note Total Per 2049 Note Total Public Offering Price(1) 99.719% $2,492,975,000 99.089% $1,981,780,000 99.619% $2,490,475,000 Underwriting Discount(2) 0.125% $3,125,000 0.175% $3,500,000 0.250% $6,250,000 Proceeds to Italy (before expense)(1) 99.594% $2,489,850,000 98.914% $1,978,280,000 99.369% $2,484,225,000 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Plus accrued interest, if any, from and including October 17, 2019. (2) Italy has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense. Joint Bookrunners Barclays HSBC J.P. Morgan Co-Managers BNP Paribas BofA Merrill Lynch Citigroup Crédit Agricole Deutsche Bank Goldman Sachs International Bank Morgan Stanley Natwest Nomura MPS Capital Services Société Générale Corporate & Investment Banking Unicredit The date of this Prospectus is October 10, 2019. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents No person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized. This Prospectus and any other documents incorporated by reference herein do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate or an offer to sell or the solicitation of an offer to buy any such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus and any other documents incorporated by reference herein nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Republic of Italy since the date hereof or that the information contained or incorporated by reference herein is correct as of any time subsequent to its date. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 DEFINED TERMS AND CONVENTIONS 4 DATA DISSEMINATION 7 SUMMARY OF THE OFFERING 8 USE OF PROCEEDS 10 RECENT DEVELOPMENTS 11 REPUBLIC OF ITALY 40 Area and Population 40 Government and Political Parties 43 The European Union 45 Membership of International Organizations 48 THE ITALIAN ECONOMY 49 General 49 Key Measures related to the Italian Economy 51 Gross Domestic Product 57 Principal Sectors of the Economy 58 Role of the Government in the Economy 59 Employment and Labor 64 Prices and Wages 66 Social Welfare System 67 MONETARY SYSTEM 69 Monetary Policy 69 Exchange Rate Policy 72 Banking Regulation 72 Risk-Based Capital Requirements and Solvency Ratios 76 Equity Participations by Banks 77 Measures to assess the condition of Italian Banking System 79 Atlante Funds 81 Credit Allocation 82 Exchange Controls 82 THE EXTERNAL SECTOR OF THE ECONOMY 83 Foreign Trade 83 Geographic Distribution of Trade 85 Balance of Payments 87 Current Account 88 Capital Account 89 Financial Account and the Net External Position 89 Reserves and Exchange Rates 92 PUBLIC FINANCE 94 The Budget Process 94 European Economic and Monetary Union 95 Accounting Methodology 97 Measures of Fiscal Balance 97 The 2017 Economic and Financial Document 99 The Update of the 2017 Economic and Financial Document 101 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The 2018 Economic and Financial Document 103 The Update of the 2018 Economic and Financial Document 106 Revenues and Expenditures 108 Expenditures 110 Revenues 111 Government Enterprises 113 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PUBLIC DEBT 114 General 114 Summary of Internal Debt 118 Summary of External Debt 120 Debt Record 121 DESCRIPTION OF THE NOTES 122 The Notes 122 Nature of Obligation; Negative Pledge 123 Additional Amounts 123 Interest 123 Form, Denomination and Registration 124 Payments 125 Definitive Notes 125 Further Issues 126 Default; Acceleration of Maturity 126 Redemption 126 Meetings and Quorum 127 Voting 127 Proposals, Amendments and Waivers 128 Notices 129 Governing Law; Consent to Service 129 GLOBAL CLEARANCE AND SETTLEMENT 131 The Clearing Systems 131 Initial Settlement 133 Secondary Market Trading 133 Registrar and Paying Agent 134 TAXATION 135 United States Tax Considerations 135 Italian Tax Considerations 136 Common Reporting Standard 138 UNDERWRITING 139 OFFICIAL STATEMENTS 142 VALIDITY OF THE SECURITIES 142 AUTHORIZED REPRESENTATIVE 142 GENERAL INFORMATION 143 WHERE YOU CAN FIND MORE INFORMATION 143 TABLES AND SUPPLEMENTARY INFORMATION 145 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ABOUT THIS PROSPECTUS This Prospectus provides you with basic information about Italy and a description of the Notes Italy will offer. Italy has not authorized anyone to provide you with information different from that contained in these documents. This Prospectus neither constitutes a prospectus pursuant to Part II of the Luxembourg Prospectus Law implementing the Prospectus Directive nor a simplified prospectus pursuant to Part III of the Luxembourg Prospectus Law. Accordingly, this Prospectus does not purport to meet the format and the disclosure requirements of the Prospectus Directive and Commission Regulation (EC) No. 809/2004 (as amended), and it has not been, and will not be, submitted for approval to any competent authority within the meaning of the Prospectus Directive and, in particular, to the Luxembourg Commission de Surveillance du Secteur Financier, which is the Luxembourg competent authority for the purpose of the Prospectus Directive and one of the competent authorities under the Luxembourg Prospectus Law. The Notes, issued pursuant to this Prospectus, will therefore not qualify for the benefit of the single European passport pursuant to the Prospectus Directive. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law.