Form 18-K/A ITALY REPUBLIC OF For: Dec 31

September 17, 2021 12:26 PM EDT

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FORM 18-K/A

Amendment No. 4

 

For Foreign Governments and Political Subdivisions Thereof

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

ANNUAL REPORT

of

THE REPUBLIC OF ITALY

(Name of Registrant)

 

Date of end of last fiscal year: December 31, 2019

 

SECURITIES REGISTERED*

(As of the close of the fiscal year)

 

Title of Issue  

Amounts as to

which registration

is effective

 

Names of

exchanges on

which registered

N/A   N/A   N/A

 

Name and address of Authorized Agent of the Registrant in the United States to receive notices and

communications from the Securities and Exchange Commission:

 

THE HONORABLE ARMANDO VARRICCHIO
Italian Ambassador to the United States
3000 Whitehaven Street, N.W.
Washington, D.C. 20008

 

It is requested that copies of notices and communications from the Securities and Exchange Commission

be sent to:

 

LORENZO CORTE, ESQ.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street,
Canary Wharf
London E14 5DS
United Kingdom

 

* The Republic of Italy files Annual Reports on Form 18-K voluntarily in order for The Republic of Italy to incorporate such Annual Reports into its shelf registration statements.

 

 

 

 

 

Table of Contents

 

TABLE OF CONTENTS

 

EXPLANATORY NOTE   3 
SIGNATURE   4 
EXHIBIT INDEX   5 

 

2 

 

 

EXPLANATORY NOTE

 

This amendment to the Republic of Italy’s (the “Republic” or “Italy”) Annual Report on Form 18-K for the fiscal year ended December 31, 2019 (the “Annual Report”) comprises:

 

(a)Pages numbered 1 to 5 consecutively.
(b)The following exhibits:

 

 Exhibit (16): Pricing Agreement, dated as of April 27, 2021, between the Republic of Italy and the Underwriters named therein, relating to the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051
  Exhibit (17): Form of 0.875% Notes due May 6, 2024
  Exhibit (18): Form of 3.875% Notes due May 6, 2051
  Exhibit (19): Names and addresses of the Underwriters of the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051
  Exhibit (20): Itemized list of estimated expenses incurred or borne by or for the account of the Republic of Italy in connection with the sale of the 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051
  Exhibit (21): Opinion, Dated May 6, 2021, of Dott.ssa Elena Comparato, the Head of the Legal Service of the Department of Treasury - Ministry of Economy and Finance relating to the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051

 

This amendment to the Annual Report is filed subject to the Instructions for Form 18-K for Foreign Governments and Political Subdivisions thereof.

 

 

 

3 

 

 

SIGNATURE

 

Pursuant to the requirements of the United States Securities Exchange Act of 1934, the registrant Republic of Italy has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rome, Italy on September 17, 2021.

 

  REPUBLIC OF ITALY
     
     
  By: /s/ Dott. Davide Iacovoni
    Name: Dott. Davide Iacovoni
    Title: Director General – Treasury
      Department – Directorate II
      Ministry of Economy and
      Finance

 

4 

 

 

EXHIBIT INDEX

  

Exhibit No   Description
(16)   Pricing Agreement, dated as of April 27, 2021, between the Republic of Italy and the Underwriters named therein, relating to the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051
(17)   Form of 0.875% Notes due May 6, 2024
(18)   Form of 3.875% Notes due May 6, 2051
(19)   Names and addresses of the Underwriters of the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051
(20)   Itemized list of estimated expenses incurred or borne by or for the account of the Republic of Italy in connection with the sale of the 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051
(21)   Opinion, Dated May 6, 2021, of Dott.ssa Elena Comparato, the Head of the Legal Service of the Department of Treasury - Ministry of Economy and Finance relating to the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051

 

5 

 

 

Exhibit (16)

 

PRICING AGREEMENT

 

  Dated as of
  April 27, 2021

 

Citigroup Global Markets Europe AG 

Deutsche Bank Aktiengesellschaft 

Morgan Stanley Europe SE

 

(as Representatives of the several Underwriters named in Schedule I hereto)

 

c/o          Morgan Stanley Europe SE

Grosse Gallusstrasse 18,

60312 Frankfurt-am-Main Germany

 

Dear Sirs:

 

US$ 2,000,000,000 0.875% Global Notes due 2024 (“2024 Notes”)

US$ 1,500,000,000 3.875% Global Notes due 2051 (“2051 Notes”)

 

The Republic of Italy (“Italy”) proposes, subject to the terms and conditions stated herein and in the Form Underwriting Agreement, filed as Exhibit B to the Registration Statement under Schedule B (333-234057) and incorporated by reference in the Registration Statement under Schedule B (333-249472) (the “Underwriting Agreement”), between Italy on the one hand and the parties thereto on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Subject to the amendments to the Underwriting Agreement set forth below, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of April 27, 2021, in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities that are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and Morgan Stanley Europe SE.

 

The offering of the Designated Securities will be jointly lead-managed by Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and Morgan Stanley Europe SE. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 15 of the Underwriting Agreement and the addresses of the Representatives are set forth on Schedule II thereto.

 

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

 

6 

 

 

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, Italy agrees to issue and sell to each of the Underwriters, and the Underwriters agree, jointly and severally, to purchase from Italy, at the time and place and at the purchase price to the Underwriter set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriters in Schedule I hereto. The Underwriters agree to comply with the selling restrictions contained in Schedule II hereto.

 

The Underwriters and Italy hereby confirm that the only information the Underwriters have furnished to Italy expressly for use in the Prospectus, as amended, and the Free Writing Prospectus is as follows: (i) the list of entities to be specified as underwriters and their legal names set forth under “Underwriting” in the Free Writing Prospectus, and (ii) list of entities to be specified as underwriters, their legal names and corresponding principal amounts of notes set forth in the table of underwriters under “Underwriting” in the Prospectus, as amended.

 

In connection with this issue of Designated Securities, Morgan Stanley Europe SE (the “Stabilizing Manager”) (or any duly appointed person acting for the Stabilizing Manager) may over-allot Designated Securities or effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail for a limited period. However, there is no obligation on the Stabilizing Manager (or any agent of the Stabilizing Manager) to do this. Such stabilizing, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilizing shall be conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilizing shall be for the account of the Stabilizing Manager. The Underwriters acknowledge that Italy has not authorized the creation and issue of Designated Securities in excess of $3,500,000,000 in aggregate principal amount. Any stabilization action or over-allotment must be conducted by the Stabilizing Manager (or person(s) acting on behalf of any Stabilizing Manager) in accordance with all applicable laws and rules.

 

Solely for the purposes of the requirements of Article 9(8) of the MiFID product governance rules under EU Delegated Directive 2017/593 (the “MiFID II Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the MiFID II Product Governance Rules, (i) each of Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and Morgan Stanley Europe SE (each, an “EEA Manufacturer” and, together, the “EEA Manufacturers”) acknowledges to each other EEA Manufacturer that it understands the responsibilities conferred upon it under the MiFID II Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Designated Securities and the related information set out in the Prospectus, as amended, in connection with the Designated Securities; and (ii) Italy and the other Underwriters note the application of the MiFID II Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Designated Securities by the EEA Manufacturers and the related information set out in the Prospectus, as amended, in connection with the Designated Securities.

 

Notwithstanding and to the exclusion of any other terms of this Agreement or any other agreements, arrangements, or understanding between any UK Bail-in Party and Italy, Italy acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:

 

7 

 

 

the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of a UK Bail-in Party to Italy under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

 

the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

 

the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the relevant UK Bail-in Party or another person, and the issue to or conferral on the other Underwriters of such shares, securities or obligations;

 

the cancellation of the UK Bail-in Liability;

 

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

 

the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

 

As used in this provision, “UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised. “UK Bail-in Party” means any Underwriter that is subject to UK Bail-in Legislation. “UK Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.

 

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and Italy. This letter may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which taken together constitute one and the same instrument. Transmission by telecopy of an executed counterpart of this letter will constitute due and sufficient delivery of such counterpart. It is understood that your acceptance of this letter is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to Italy for examination upon request.

 

8 

 

 

Very truly yours,  
   
   
REPUBLIC OF ITALY  
   
By: /s/ Davide Iacovoni  
Name: Davide Iacovoni  
  Director General – Treasury Department – Direction II  
  Ministry of Economy and Finance  

 

 

 

 

Accepted as of the date hereof.    
     
Citigroup Global Markets Europe AG    
     
     
By: /s/ Valerie Menoret   By: /s/ Simisola Alabi
Name: Valerie Menoret   Name: Simisola Alabi
Authorised Signatory   Authorised Signatory

 

Deutsche Bank Aktiengesellschaft    
     
     
By: /s/ Neal Ganatra   By: /s/ Achim Linsenmaier
Name: Neal Ganatra   Name: Achim Linsenmaier
Authorised Signatory  

 

Morgan Stanley Europe SE    
     
     
By: /s/ F. Velten-Jareson   By: /s/ Martin Bauch
Name: F. Velten-Jareson   Name: Martin Bauch
Authorised Signatory   Authorised Signatory

 

 

 

 

Accepted as of the date hereof.    
     
Barclays Bank Ireland PLC    
     
     
By: /s/ Emily Wilson    
Name: Emily Wilson    
Authorised Signatory    
     
BNP Paribas    
     
By: /s/ Benedict Foster   By: /s/ Hugh Pryse-Davies
Name: Benedict Foster   Name: Hugh Pryse-Davies
Authorised Signatory   Authorised Signatory
     
BofA Securities Europe SA    
     
By: /s/ Francois Planque    
Name: Francois Planque    
Authorised Signatory    
     
Credit Agricole Corporate and Investment Bank    
     
By: /s/ Maurizio Gozzi   By: /s/ Gianmarco Viglizzo
Name: Maurizio Gozzi   Name: Gianmarco Viglizzo
Authorised Signatory   Authorised Signatory
     
Goldman Sachs Bank Europe SE    
     
By: /s/ Edoardo Ravà   By: /s/ Macario Prleto
Name: Edoardo Ravà   Name: Macario Prleto
Authorised Signatory   Authorised Signatory
     
HSBC Continental Europe    
     
By: /s/ Jérôme Pellet   By: /s/ Jérôme Zecchini
Name: Jérôme Pellet   Name: Jérôme Zecchini
Authorised Signatory   Authorised Signatory
     
Intesa Sanpaolo S.p.A.    
     
By: /s/ Pantaleo Cucinotta   By: /s/ Cristina Di Luzio
Name: Pantaleo Cucinotta   Name: Cristina Di Luzio
Authorised Signatory   Authorised Signatory
     
J.P. Morgan A.G.    
     
By: /s/ Chiara Bovo   By: /s/ Michele Cortiula
Name: Chiara Bovo   Name: Michele Cortiula
Authorised Signatory   Authorised Signatory
     
MPS Capital Services Banca per le Imprese S.p.A.    
     
By: /s/ Gabriele Melgrati    
Name: Gabriele Melgrati    
Authorised Signatory    

 

 

 

 

NatWest Markets N.V.    
     
By: /s/ Uzo Onwere    
Name: Uzo Onwere    
Authorised Signatory    
     
Nomura Financial Products Europe GmbH    
     
By: /s/ Garry Jaskierowicz    
Name: Garry Jaskierowicz    
Authorised Signatory    
     
Société Générale    
     
By: /s/ Michele Cortese    
Name: Michele Cortese    
Authorised Signatory    
     
Unicredit S.p.A.    
     
By: /s/ Luca Falco   By: /s/ Pietro Bianculli
Name: Luca Falco   Name: Pietro Bianculli
Authorised Signatory   Authorised Signatory
         

 

 

 

 

 

SCHEDULE I

 

    Principal Amount
    of 2024 Notes
Underwriter   to be Purchased
Morgan Stanley Europe SE  US$ 623,300,000
Citigroup Global Markets Europe AG  US$ 623,300,000
Deutsche Bank Aktiengesellschaft  US$ 623,400,000
Barclays Bank Ireland PLC  US$ 10,000,000
BofA Securities Europe SA  US$ 10,000,000
Crédit Agricole Corporate and Investment Bank  US$ 10,000,000
Goldman Sachs Bank Europe SE  US$ 10,000,000
BNP Paribas  US$ 10,000,000
HSBC Continental Europe  US$ 10,000,000
Intesa Sanpaolo S.p.A.  US$ 10,000,000
J.P. Morgan AG  US$ 10,000,000
MPS Capital Services Banca Per Le Imprese S.p.A.  US$ 10,000,000
NatWest Markets N.V.  US$ 10,000,000
Nomura Financial Products Europe GmbH  US$ 10,000,000
Société Générale  US$10,000,000
Unicredit S.p.A.  US$ 10,000,000
Total  US$ 2,000,000,000

 

     Principal Amount
     of 2051 Notes
Underwriter    to be Purchased
Morgan Stanley Europe SE  US$ 467,500,000
Citigroup Global Markets Europe AG  US$ 467,500,000
Deutsche Bank Aktiengesellschaft  US$ 467,500,000
Barclays Bank Ireland PLC  US$ 7,500,000
BofA Securities Europe SA  US$ 7,500,000
Crédit Agricole Corporate and Investment Bank  US$ 7,500,000
Goldman Sachs Bank Europe SE  US$ 7,500,000
BNP Paribas  US$ 7,500,000
HSBC Continental Europe  US$ 7,500,000
Intesa Sanpaolo S.p.A.  US$ 7,500,000
J.P. Morgan AG  US$ 7,500,000
MPS Capital Services Banca Per Le Imprese S.p.A.  US$ 7,500,000
NatWest Markets N.V.  US$ 7,500,000
Nomura Financial Products Europe GmbH  US$ 7,500,000
Société Générale  US$ 7,500,000
Unicredit S.p.A.  US$ 7,500,000
Total  US$ 1,500,000,000

 

I - 1

 

 

SCHEDULE II

 

Title of Designated Securities:

 

US$ 2,000,000,000 0.875% Global Notes due 2024 (the "Securities").

 

Aggregate principal amount:

 

US$ 2,000,000,000

 

Price to Public:

 

99.673% of the principal amount of the Securities.

 

Purchase Price by Underwriters:

 

99.573% of the principal amount of the Securities.

 

Underwriting commission:

 

0.10% of the principal amount of the Securities.

 

Specified funds for payment of purchase price:

 

Book-entry transfer in immediately available funds.

 

Fiscal Agency Agreement:

 

Fiscal Agency Agreement, dated as of January 29, 2013, between Italy and Citibank, N.A., as Fiscal Agent.

 

Maturity Date:

 

May 6, 2024, at par.

 

Interest Rate:

 

The Securities will bear interest at the rate of 0.875% per annum payable semi-annually in arrears.

 

Collective Action Clauses:

 

The Fiscal Agency Agreement and the Securities include collective action clauses.

 

2

 

 

Interest Payment Dates:

 

May 6 and November 6 of each year, commencing November 6, 2021 (each an "Interest Payment Date"), with interest accruing from May 6, 2021, provided such day is a Banking Day. If any Interest Payment Date is not a Banking Day, payment shall be made on the immediately succeeding Banking Day without any interest or other payment as a result of the delay. Interest will be paid to the persons in whose names the Securities are registered at the close of business on the preceding April 22 and October 23 as the case may be (the "Record Date"). "Banking Day" means any day that is a day on which banking institutions in The City of New York are not generally authorized or obligated by law, regulation or executive order to close. Interest will be calculated on the basis of a 360-year of twelve 30-day months.

 

Redemption:

 

The Notes are redeemable by Italy under the mandatory redemption provisions or at Italy’s election.

 

Sinking Fund Provisions:

 

None.

 

Time of Delivery:

 

2 p.m., London time, on May 6, 2021 or as otherwise agreed by Italy and the Underwriters (the "Closing Date").

 

Names and addresses for Notices, etc.:

 

Citigroup Global Markets Europe AG 

Reuterweg 16 

60323 Frankfurt am Main 

Germany 

 

Attention: Fixed Income Syndicate Desk 

Tel: +49 69 1366 8362 

Email: mtndesk@citi.com

 

Deutsche Bank Aktiengesellschaft 

Mainzer Landstraße 11-17 

60329 Frankfurt am Main 

Germany

 

Attention: DCM Syndicate Desk 

Tel: +49 69 910 30725 

Email: grs.fft-admin@db.com

 

Morgan Stanley Europe SE 

Grosse Gallusstrasse 18, 

60312 Frankfurt-am-Main Germany

 

Attention: Head of Transaction Management Group, Global Capital Markets 

Tel: +44 20 7677 4799 

Email: tmglondon@morganstanley.com

 

3

 

 

Selling Restrictions:

 

Designated Securities to be sold within the United States in circumstances under which Securities Act registration is required will be registered under such Act and accordingly such Act will not prohibit offers and sales in the United States or to or for the account of a U.S. person. Any such sales must be made in accordance with the provisions of the Securities Act, the Exchange Act and any applicable State Law.

 

Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, has severally represented to and agreed that it and each such affiliate has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.

 

Each Underwriter severally represents and warrants to, and agrees with, Italy that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Designated Securities to any retail investor in the United Kingdom. For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and the expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Designated Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Designated Securities.

 

Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, severally represents to and agrees with Italy and the other Underwriters that it and each such affiliate (i) is purchasing Designated Securities as principal and, in connection with the initial offering of the Designated Securities, has not offered or sold, and will not offer or sell, any Designated Securities, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (which term means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except in compliance with the Financial Instruments and Exchange Law of Japan and all other applicable laws, regulations and ministerial guidelines of Japan, and (ii) will cause any securities dealer to whom it sells Designated Securities to agree that it is purchasing such Designated Securities as principal and that it has not offered or sold, and will not offer or sell, any Designated Securities, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except as aforesaid).

 

The Designated Securities may not be offered, sold or delivered and neither the Prospectus nor any other document relating to the Designated Securities may be distributed or made available in Italy except (i) to “qualified investors” (investitori qualificati) as defined in Regulation (EU) 2017/1129 of June 14, 2017 (the “Prospectus Regulation”, as amended); or (ii) in any other circumstances which are exempted from the rules on public offerings as provided under the Prospectus Regulation, Legislative Decree No. 58 of February 24, 1998, as amended or CONSOB Regulation No. 11971 of May 14, 1999, as amended. Any offer, sale or delivery of the Designated Securities or distribution of copies of this prospectus supplement or any other documents relating to the Designated Securities in Italy must be, in any event, conducted in compliance with any Italian securities, tax, exchange control and any other applicable laws, including any requirements or limitations which may be imposed, from time to time, by CONSOB, the Bank of Italy or any other Italian competent authority.

 

4

 

 

Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, severally represents to and agrees with Italy and the other Underwriters that it and each such affiliate will not offer, sell or deliver any of the Designated Securities, directly or indirectly, or distribute the Prospectus and Prospectus Supplement or any other offering material relating to the Designated Securities in or from any jurisdiction except under circumstances that to the best knowledge and belief of such Underwriter or affiliate (as applicable) will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on Italy except as set forth in the Underwriting Agreement.

 

Except for the qualification of the Designated Securities for offer and sale and the determination of their eligibility for investment under the applicable securities laws of such jurisdictions as the Underwriters may designate pursuant to the Underwriting Agreement, each Underwriter severally agrees with Italy and the other Underwriters that it and its respective affiliates will obtain any consent, approval or authorization required by them for the subscription, offer or sale by them of any of the Designated Securities under the laws and regulations in force in any jurisdiction outside the United States to which they are subject or in or from which they make such subscription, offer or sale of any of the Designated Securities.

 

The Designated Securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Designated Securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.4 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the Underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

 

Listing:

 

Application has been made to list the Securities on the Luxembourg Stock Exchange and EuroMOT (Mercato Telematico Eurobbligazioni).

 

Notification of U.S. Sales:

 

The Underwriters and Italy agree, within seven business days following the closing of the transaction contemplated hereby, to report by email or facsimile to Skadden, Arps, Slate, Meagher & Flom (UK) LLP (facsimile +44 20 7519 7070, attention Lorenzo A. Corte) the aggregate principal amount of Designated Securities sold by such Underwriters in the United States as part of their primary distribution.

 

5

 

 

Title of Designated Securities:

 

US$ 1,500,000,000 3.875% Global Notes due 2051 (the "Securities").

 

Aggregate principal amount:

 

US$ 1,500,000,000

 

Price to Public:

 

98.897% of the principal amount of the Securities.

 

Purchase Price by Underwriters:

 

98.647% of the principal amount of the Securities.

 

Underwriting commission:

 

0.25% of the principal amount of the Securities.

 

Specified funds for payment of purchase price:

 

Book-entry transfer in immediately available funds.

 

Fiscal Agency Agreement:

 

Fiscal Agency Agreement, dated as of January 29, 2013, between Italy and Citibank, N.A., as Fiscal Agent.

 

Maturity Date:

 

May 6. 2051, at par.

 

Interest Rate:

 

The Securities will bear interest at the rate of 3.875% per annum payable semi-annually in arrears.

 

Collective Action Clauses:

 

The Fiscal Agency Agreement and the Securities include collective action clauses.

 

Interest Payment Dates:

 

May 6 and November 6 of each year, commencing November 6, 2021 (each an "Interest Payment Date"), with interest accruing from May 6, 2021, provided such day is a Banking Day. If any Interest Payment Date is not a Banking Day, payment shall be made on the immediately succeeding Banking Day without any interest or other payment as a result of the delay. Interest will be paid to the persons in whose names the Securities are registered at the close of business on the preceding April 22 and October 23 as the case may be (the "Record Date"). "Banking Day" means any day that is a day on which banking institutions in The City of New York are not generally authorized or obligated by law, regulation or executive order to close. Interest will be calculated on the basis of a 360-year of twelve 30-day months.

 

6

 

 

Redemption:

 

The Notes are redeemable by Italy under the mandatory redemption provisions or at Italy’s election.

 

Sinking Fund Provisions:

 

None.

 

Time of Delivery:

 

2 p.m., London time, on May 6, 2051 or as otherwise agreed by Italy and the Underwriters (the "Closing Date").

 

Names and addresses for Notices, etc.:

 

Citigroup Global Markets Europe AG

Reuterweg 16

60323 Frankfurt am Main

Germany

 

Attention: Fixed Income Syndicate Desk

Tel: +49 69 1366 8362

Email: mtndesk@citi.com

 

Deutsche Bank Aktiengesellschaft

Mainzer Landstraße 11-17

60329 Frankfurt am Main

Germany

 

Attention: DCM Syndicate Desk

Tel: +49 69 910 30725

Email: grs.fft-admin@db.com

 

Morgan Stanley Europe SE

Grosse Gallusstrasse 18,

60312 Frankfurt-am-Main Germany

 

Attention: Head of Transaction Management Group, Global Capital Markets

Tel: +44 20 7677 4799

Email: tmglondon@morganstanley.com

 

Selling Restrictions:

 

(a)Designated Securities to be sold within the United States in circumstances under which Securities Act registration is required will be registered under such Act and accordingly such Act will not prohibit offers and sales in the United States or to or for the account of a U.S. person. Any such sales must be made in accordance with the provisions of the Securities Act, the Exchange Act and any applicable State Law.

 

7

 

 

(b)Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, has severally represented to and agreed that it and each such affiliate has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.

 

(c)Each Underwriter severally represents and warrants to, and agrees with, Italy that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Designated Securities to any retail investor in the United Kingdom. For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and the expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Designated Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Designated Securities.

 

(d)Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, severally represents to and agrees with Italy and the other Underwriters that it and each such affiliate (i) is purchasing Designated Securities as principal and, in connection with the initial offering of the Designated Securities, has not offered or sold, and will not offer or sell, any Designated Securities, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (which term means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except in compliance with the Financial Instruments and Exchange Law of Japan and all other applicable laws, regulations and ministerial guidelines of Japan, and (ii) will cause any securities dealer to whom it sells Designated Securities to agree that it is purchasing such Designated Securities as principal and that it has not offered or sold, and will not offer or sell, any Designated Securities, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except as aforesaid).

 

(e)The Designated Securities may not be offered, sold or delivered and neither the Prospectus nor any other document relating to the Designated Securities may be distributed or made available in Italy except (i) to “qualified investors” (investitori qualificati) as defined in Regulation (EU) 2017/1129 of June 14, 2017 (the “Prospectus Regulation”, as amended); or (ii) in any other circumstances which are exempted from the rules on public offerings as provided under the Prospectus Regulation, Legislative Decree No. 58 of February 24, 1998, as amended or CONSOB Regulation No. 11971 of May 14, 1999, as amended. Any offer, sale or delivery of the Designated Securities or distribution of copies of this prospectus supplement or any other documents relating to the Designated Securities in Italy must be, in any event, conducted in compliance with any Italian securities, tax, exchange control and any other applicable laws, including any requirements or limitations which may be imposed, from time to time, by CONSOB, the Bank of Italy or any other Italian competent authority.

 

(f)Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, severally represents to and agrees with Italy and the other Underwriters that it and each such affiliate will not offer, sell or deliver any of the Designated Securities, directly or indirectly, or distribute the Prospectus and Prospectus Supplement or any other offering material relating to the Designated Securities in or from any jurisdiction except under circumstances that to the best knowledge and belief of such Underwriter or affiliate (as applicable) will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on Italy except as set forth in the Underwriting Agreement.

 

8

 

 

(g)Except for the qualification of the Designated Securities for offer and sale and the determination of their eligibility for investment under the applicable securities laws of such jurisdictions as the Underwriters may designate pursuant to the Underwriting Agreement, each Underwriter severally agrees with Italy and the other Underwriters that it and its respective affiliates will obtain any consent, approval or authorization required by them for the subscription, offer or sale by them of any of the Designated Securities under the laws and regulations in force in any jurisdiction outside the United States to which they are subject or in or from which they make such subscription, offer or sale of any of the Designated Securities.

 

(h)The Designated Securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Designated Securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.4 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the Underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

 

Listing:

 

Application has been made to list the Securities on the Luxembourg Stock Exchange and EuroMOT (Mercato Telematico Eurobbligazioni).

 

Notification of U.S. Sales:

 

The Underwriters and Italy agree, within seven business days following the closing of the transaction contemplated hereby, to report by email or facsimile to Skadden, Arps, Slate, Meagher & Flom (UK) LLP (facsimile +44 20 7519 7070, attention Lorenzo A. Corte) the aggregate principal amount of Designated Securities sold by such Underwriters in the United States as part of their primary distribution.

 

9

 

 

SCHEDULE III

 

Filed Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. 333-249472

 

FREE WRITING PROSPECTUS RULE 433

 

FINAL PRICING ANNOUNCEMENT

 

Issuer:

 

The Republic of Italy.

 

Securities Offered:

 

US$ 2,000,000,000 principal amount of 0.875% Notes due 2024 (the “Notes”).

 

Maturity Date:

 

May 6, 2024.

 

Spread to Treasury:

 

63.475 bps

 

Treasury Yield:

 

0.986%

 

Benchmark Treasury:

 

UST 0.375% due April 15, 2024.

 

Redemption Basis:

 

At par.

 

Initial Price to Public:

 

99.673% of the principal amount of the Notes.

 

Purchase Price by the Underwriters:

 

99.573% of the principal amount of the Notes.

 

Underwriting Commission:

 

0.10% of the principal amount of the Notes.

 

Interest Rate:

 

The Notes will bear interest from May 6, 2021 at the rate of 0.875% per annum, payable on November 6, 2021 and thereafter semi-annually in arrears.

 

Interest Payment Dates:

 

May 6 and November 6 of each year commencing November 6, 2021, unless any Interest Payment Date would otherwise fall on a day which is not a Banking Day, in which case the interest Payment Date shall be the immediately succeeding Banking Day without any interest or other payment as a result of the delay. Interest will be paid to the persons in whose names the Notes are registered at the close of business on the preceding April 22 and October 23 as the case may be (the "Record Date"). Interest will be calculated on the basis of a 360-day year of twelve 30-day months. "Banking Day" means any day that is a day on which banking institutions in The City of New York are not generally authorized or obligated by law, regulation or executive order to close.

 

10 

 

 

Listing:

 

Application has been made to list the Notes on the Luxembourg Stock Exchange and EuroMOT (Mercato Telematico Eurobbligazioni).

 

Form and Settlement:

 

The Notes will be issued in the form of one or more global notes in fully registered form, in a minimum denomination of US$200,000 and integral multiples of US$1,000 in excess thereof, without coupons, which will be deposited on or about May 6, 2021 (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”). Subject to certain exceptions, beneficial interests in the global notes will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the global notes through DTC in the United States or through Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream"), in Europe, if they are participants in such systems, or indirectly through organizations that are participants in such systems. Euroclear and Clearstream will in turn hold interests in the global notes as indirect participants in DTC. Subject to certain exceptions, owners of beneficial interests in the global notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes under the Notes or the fiscal agency agreement governing the Notes. It is expected that delivery of the Notes will be made, against payment therefore in same-day funds, on or about May 6, 2021.

 

Stabilization

 

In connection with the offering, Morgan Stanley Europe SE or any person acting for Morgan Stanley Europe SE may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no obligation on Morgan Stanley Europe SE or any of its agents, to do this. Such transactions may be effected on the Luxembourg Stock Exchange, EuroMOT (Mercato Telematico Eurobbligazioni), in the over-the-counter market or otherwise. Such stabilization, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.

 

Withholding Tax:

 

Principal of and interest on the Notes are payable by Italy without withholding or deduction for Italian withholding taxes subject to certain exceptions, including withholding taxes that may be imposed pursuant to the EU Directive on the taxation of savings income.

 

Redemption:

 

The Notes are redeemable by Italy under the mandatory redemption provisions or at Italy’s election.

 

Collective Action Clauses:

 

The Notes will contain provisions regarding voting on amendments, modifications and waivers. These provisions are commonly referred to as collective action clauses. Under these provisions, Italy may amend certain key terms of the Notes, including the maturity date, interest rate and other payment terms, with (i) the consent of the holders of 75% of the aggregate principal amount of the outstanding Notes; or (ii) a written resolution signed by or on behalf of holders of at least 66 2/3% of the aggregate principal amount of the outstanding Notes.

 

Governing Law:

 

The Notes shall be governed by, and interpreted in accordance with, the laws of the State of New York.

 

11 

 

 

Underwriting:

 

The Underwriters named below, acting through their representatives, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and Morgan Stanley Europe SE, have jointly and severally agreed, subject to the terms and conditions set forth in the Form Underwriting Agreement filed as Exhibit B to the Registration Statement under Schedule B (333-234057) and incorporated by reference in the Registration Statement under Schedule B (333-249472), as amended by and adhered to by the Underwriters by means of a Pricing Agreement dated as of April 27, 2021 (as amended, the "Underwriting Agreement"), to purchase from Italy the principal amount of each series of the Notes set forth opposite their name below:

 

   Principal Amount
   of Notes
Underwriter  to be Purchased
Morgan Stanley Europe SE  US$623,300,000
Citigroup Global Markets Europe AG  US$623,300,000
Deutsche Bank Aktiengesellschaft  US$623,400,000
Barclays Bank Ireland PLC  US$10,000,000
BofA Securities Europe SA  US$10,000,000
Crédit Agricole Corporate and Investment Bank  US$10,000,000
Goldman Sachs Bank Europe SE  US$10,000,000
BNP Paribas  US$10,000,000
HSBC Continental Europe  US$10,000,000
Intesa Sanpaolo S.p.A.  US$10,000,000
J.P. Morgan AG  US$10,000,000
MPS Capital Services Banca Per Le Imprese S.p.A.  US$10,000,000
NatWest Markets N.V.  US$10,000,000
Nomura Financial Products Europe GmbH  US$10,000,000
Société Générale  US$10,000,000
Unicredit S.p.A.  US$10,000,000
     
Total  US$2,000,000,000

 

Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and pay for all the Notes, if any are taken.

The Underwriters propose to offer the Notes at the public offering price. After the Notes are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Underwriters.

Italy has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.

Certain of the Underwriters and their respective affiliates may have from time to time performed investment banking and/or commercial banking services for Italy in the ordinary course of business and may do so in the future. Citigroup Global Markets Europe AG is an affiliate of Citibank, N.A., which is acting as Fiscal Agent, Paying Agent and Registrar with regard to the Notes.

 

***

 

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov. Alternatively, copies of the prospectus may be obtained from Citigroup Global Markets Europe AG, Reuterweg 16, 60323 Frankfurt am Main, Germany, tel: 1-800-831-9146, Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11-17, 60329 Frankfurt am Main, Germany or by emailing debt.legal@db.com , or Morgan Stanley Europe SE, Grosse Gallusstrasse 18, 60312 Frankfurt-am-Main Germany Tel: +44 20 7677 4799 or by emailing tmglondon@morganstanley.com.

 

12 

 

 

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

13 

 

 

Filed Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. 333-249472

 

FREE WRITING PROSPECTUS RULE 433

 

FINAL PRICING ANNOUNCEMENT

 

Issuer:

 

The Republic of Italy.

 

Securities Offered:

 

US$ 1,500,000,000 principal amount of 3.875% Notes due 2051 (the “Notes”).

 

Maturity Date:

 

May 6, 2051.

 

Spread to Treasury:

 

167.65 bps.

 

Treasury Yield:

 

3.938%.

 

Benchmark Treasury:

 

UST 1.875% due February 15, 2051.

 

Redemption Basis:

 

At par.

 

Initial Price to Public:

 

98.897% of the principal amount of the Notes.

 

Purchase Price by the Underwriters:

 

98.647% of the principal amount of the Notes.

 

Underwriting Commission:

 

0.25% of the principal amount of the Notes.

 

Interest Rate:

 

The Notes will bear interest from May 6. 2021 at the rate of 3.875% per annum, payable on November 6, 2021 and thereafter semi-annually in arrears.

 

Interest Payment Dates:

 

May 6 and November 6 of each year commencing November 6, 2021, unless any Interest Payment Date would otherwise fall on a day which is not a Banking Day, in which case the interest Payment Date shall be the immediately succeeding Banking Day without any interest or other payment as a result of the delay. Interest will be paid to the persons in whose names the Notes are registered at the close of business on the preceding April 22 and October 23 as the case may be (the "Record Date"). Interest will be calculated on the basis of a 360-day year of twelve 30-day months. "Banking Day" means any day that is a day on which banking institutions in The City of New York are not generally authorized or obligated by law, regulation or executive order to close.

 

Listing:

 

Application has been made to list the Notes on the Luxembourg Stock Exchange and EuroMOT (Mercato Telematico Eurobbligazioni).

 

14 

 

 

Form and Settlement:

 

The Notes will be issued in the form of one or more global notes in fully registered form, in a minimum denomination of US$200,000 and integral multiples of US$1,000 in excess thereof, without coupons, which will be deposited on or about May 6, 2021 (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”). Subject to certain exceptions, beneficial interests in the global notes will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the global notes through DTC in the United States or through Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream"), in Europe, if they are participants in such systems, or indirectly through organizations that are participants in such systems. Euroclear and Clearstream will in turn hold interests in the global notes as indirect participants in DTC. Subject to certain exceptions, owners of beneficial interests in the global notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes under the Notes or the fiscal agency agreement governing the Notes. It is expected that delivery of the Notes will be made, against payment therefore in same-day funds, on or about May 6, 2021.

 

Stabilization

 

In connection with the offering, Morgan Stanley Europe SE or any person acting for Morgan Stanley Europe SE may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no obligation on Morgan Stanley Europe SE or any of its agents, to do this. Such transactions may be effected on the Luxembourg Stock Exchange, EuroMOT (Mercato Telematico Eurobbligazioni), in the over-the-counter market or otherwise. Such stabilization, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.

 

Withholding Tax:

 

Principal of and interest on the Notes are payable by Italy without withholding or deduction for Italian withholding taxes subject to certain exceptions, including withholding taxes that may be imposed pursuant to the EU Directive on the taxation of savings income.

 

Redemption:

 

The Notes are redeemable by Italy under the mandatory redemption provisions or at Italy’s election.

 

Collective Action Clauses:

 

The Notes will contain provisions regarding voting on amendments, modifications and waivers. These provisions are commonly referred to as collective action clauses. Under these provisions, Italy may amend certain key terms of the Notes, including the maturity date, interest rate and other payment terms, with (i) the consent of the holders of 75% of the aggregate principal amount of the outstanding Notes; or (ii) a written resolution signed by or on behalf of holders of at least 66 2/3% of the aggregate principal amount of the outstanding Notes.

 

Governing Law:

 

The Notes shall be governed by, and interpreted in accordance with, the laws of the State of New York.

 

15 

 

 

Underwriting:

 

The Underwriters named below, acting through their representatives, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and Morgan Stanley Europe SE, have jointly and severally agreed, subject to the terms and conditions set forth in the Form Underwriting Agreement filed as Exhibit B to the Registration Statement under Schedule B (333-234057) and incorporated by reference in the Registration Statement under Schedule B (333-249472), as amended by and adhered to by the Underwriters by means of a Pricing Agreement dated as of April 27, 2021 (as amended, the "Underwriting Agreement"), to purchase from Italy the principal amount of each series of the Notes set forth opposite their name below:

 

    Principal Amount
   of Notes
Underwriter   to be Purchased
Morgan Stanley Europe SE  US$467,500,000
Citigroup Global Markets Europe AG  US$467,500,000
Deutsche Bank Aktiengesellschaft  US$467,500,000
Barclays Bank Ireland PLC  US$7,500,000
BofA Securities Europe SA  US$7,500,000
Crédit Agricole Corporate and Investment Bank  US$7,500,000
Goldman Sachs Bank Europe SE  US$7,500,000
BNP Paribas  US$7,500,000
HSBC Continental Europe  US$7,500,000
Intesa Sanpaolo S.p.A.  US$7,500,000
J.P. Morgan AG  US$7,500,000
MPS Capital Services Banca Per Le Imprese S.p.A.  US$7,500,000
NatWest Markets N.V.  US$7,500,000
Nomura Financial Products Europe GmbH  US$7,500,000
Société Générale  US$7,500,000
Unicredit S.p.A.  US$7,500,000
     
Total  US$1,500,000,000

 

Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and pay for all the Notes, if any are taken.

The Underwriters propose to offer the Notes at the public offering price. After the Notes are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Underwriters.

Italy has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.

Certain of the Underwriters and their respective affiliates may have from time to time performed investment banking and/or commercial banking services for Italy in the ordinary course of business and may do so in the future. Citigroup Global Markets Europe AG is an affiliate of Citibank, N.A., which is acting as Fiscal Agent, Paying Agent and Registrar with regard to the Notes.

 

***

 

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov. Alternatively, copies of the prospectus may be obtained from Citigroup Global Markets Europe AG, Reuterweg 16, 60323 Frankfurt am Main, Germany, tel: 1-800-831-9146, Deutsche Bank Aktiengesellschaft, Mainzer Landstraße 11-17, 60329 Frankfurt am Main, Germany or by emailing debt.legal@db.com , or Morgan Stanley Europe SE, Grosse Gallusstrasse 18, 60312 Frankfurt-am-Main Germany Tel: +44 20 7677 4799 or by emailing tmglondon@morganstanley.com.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

16 

 

 

Exhibit (17)

 

FORM OF GLOBAL DTC SECURITY

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE REPUBLIC OF ITALY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

 

THIS GLOBAL DTC SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.

 

US$ 500,000,000

 

REPUBLIC OF ITALY

 

0.875% NOTES DUE May 6, 2024

 

Common Code: 233936995

CUSIP: 465410 CD8

ISIN: US465410CD85

 

The Republic of Italy (herein called the “Issuer” or “Italy”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum set forth in the attached Schedule A, which principal sum at any time shall not exceed US$ 2,000,000,000 on May 6, 2024, and to pay interest thereon at the rate of 0.875% per annum to be determined in accordance with the provisions hereinafter set forth from and including May 6, 2021, until the principal hereof is paid or made available for payment. Interest shall be payable semi-annually in arrears commencing May 6 and November 6 of each year (each an “Interest Payment Date”), unless any Interest Payment Date would otherwise fall on a day which is not a Banking Day, in which case the Interest Payment Date shall be the immediately succeeding Banking Day without any interest or other payment as a result of the delay. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. “Banking Day” means any day that is a day on which banking institutions in The City of New York are not generally authorized or obligated by law, regulation or executive order to close.

 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Fiscal Agency Agreement hereinafter referred to, be paid to the person (the “registered holder”) in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the preceding April 22 and October 23, as the case may be (each a “Regular Record Date”). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the registered holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such interest to be fixed by Italy, notice whereof shall be given to registered holders of Securities of this Series (as defined in the Fiscal Agency Agreement) not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange.

 

17 

 

 

Principal of (and premium, if any, on) this Security shall be payable at the corporate trust office of Citibank, N.A. as fiscal agent or its successor (the “Fiscal Agent”) and at the offices of such other Fiscal Agents as Italy shall have appointed pursuant to the Fiscal Agency Agreement. Payments of principal of the Securities shall be made against surrender of registered Securities of a Series, and payments of any interest on this Security shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the person entitled thereto at such person’s address appearing on the aforementioned register. The Issuer covenants that until this Security has been delivered to the Fiscal Agent for cancellation, or monies sufficient to pay the principal of and interest on this Security have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in the Borough of Manhattan, The City of New York and in Europe (which, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, shall include an office or agency in Luxembourg) for the payment of the principal of and interest on the Securities as herein provided.

 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as is set forth at this place.

 

The Securities are issued pursuant to a Fiscal Agency Agreement, dated as of January 29, 2013, between Italy and Citibank N.A. (the “Fiscal Agent”).

 

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this Security shall not be valid or obligatory for any purpose.

 

18 

 

 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

 

Dated:__________________________

 

  REPUBLIC OF ITALY
   
  By:  
    Ministry of Economy and Finance

 

This is one of the Securities of the Series referred to in the within-mentioned Fiscal Agency Agreement.

 

  CITIBANK, N.A.
   
  As Fiscal Agent
   
  By:  
    Authorized Officer

 

19 

 

 

REVERSE GLOBAL DTC SECURITY
REPUBLIC OF ITALY

 

0.875% NOTES DUE May 6, 2024

 

1.     (a)            This Security is one of a duly authorized issue of securities of the Issuer consisting of US$ 2,000,000,000 principal amount of 0.875% Notes due 2024 issued by Italy on May 6, 2021 (herein called the “Securities”), issued and to be issued in accordance with a Fiscal Agency Agreement, dated as of January 29, 2013 (herein called the “Fiscal Agency Agreement”), between the Issuer and Citibank, N.A. in respect of the issue of the Securities (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement, copies of which Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in London, England, and, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, at the office of the Fiscal Agent hereinafter named in Luxembourg. This Security is one of the Series designated on the face hereof, limited in aggregate principal amount to US$ 2,000,000,000.

 

(b)            The Securities are the direct, unconditional, general and (subject to the provisions below) unsecured obligations of Italy and will rank equally with all other evidences of indebtedness issued in accordance with the Fiscal Agency Agreement and with all other unsecured and unsubordinated general obligations of Italy for money borrowed, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. Italy hereby pledges its full faith and credit for the due and punctual payment of the Securities and for the due and timely performance of all obligations of Italy with respect thereto.

 

(c)            Italy hereby agrees that it will not create any Encumbrance upon the whole or any part of its present or future revenues or assets to secure any present or future Public External Indebtedness without securing the Securities Outstanding (as defined in the Fiscal Agency Agreement) equally and ratably with such Public External Indebtedness, and the instrument creating any such Encumbrance shall expressly provide therefor. “Encumbrance” shall mean any mortgage, charge, pledge, lien or other arrangement creating security other than (a) any Encumbrance on goods or other assets provided to or acquired by Italy and securing a sum of Public External Indebtedness not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services; or (b) any Encumbrance securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Encumbrance applies only to (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties. “Project Financing” shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project. “Public External Indebtedness” shall mean all indebtedness of Italy in the form of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or were intended to be quoted, listed or traded on any securities exchange or other securities market.

 

20 

 

 

2.            Except as set forth in the following sentence, the Securities are issuable only as fully registered global securities, without coupons (for purposes of this Paragraph 2, each, a “Global Security”), each registered in the name of either (x) Cede & Co., or a nominee thereof, in respect of interests held through DTC, or a successor of DTC or a nominee thereof, or (y) Citivic Nominees Limited, a nominee of Citibank, N.A., London office, as common depositary for, and in respect of interests held through, Euroclear and Clearstream or a successor to Euroclear or Clearstream or a nominee thereof, (each of DTC, Euroclear and Clearstream, and any successor to any of them, is referred to herein as a “Clearing System”) and (i) no Global Security may be transferred, except in whole and not in part, and only to a Clearing System, one or more nominees of a Clearing System or one or more respective successors of a Clearing System and its nominees, and (ii) no Global Security may be exchanged for any Security other than another Global Security. Notwithstanding any other provision of the Fiscal Agency Agreement or this Global Security, a Global Security may be transferred to, or exchanged for registered Securities registered in the name of, a person other than a Clearing System, a nominee of a Clearing System or a successor of a Clearing System or its nominee if (i) the relevant Clearing System (a) notifies Italy that it is unwilling or unable to continue as depositary for such Global Security or (b) in the case of DTC, or a successor thereto, ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be, and in either such case (a) or (b) a successor is not appointed by Italy within 90 days after receiving such notice or becoming aware that DTC or such successor is no longer so registered, (ii) Italy, in its sole discretion, instructs the Fiscal Agent in writing that a Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an event of default with respect to the Securities evidenced by this Global Security (as set forth in Paragraph 7). Registered Securities issued in exchange for this Global Security will be registered in such names as an authorized representative of the relevant Clearing System shall request, and issued in denominations of $200,000 and integral multiples of $1,000 above that amount.

 

3.            The Issuer shall maintain in London, England an office or agency where Securities may be surrendered for registration of transfer. The Issuer has initially appointed the corporate trust office of the Fiscal Agent as its agent in London, England for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, Italy will provide for the registration of Securities and registration of transfers of Securities. Italy reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar or to appoint additional or other registrars or to approve any change in the office through which any security registrar acts, provided that there will at all times be a security registrar in London, England. Subject to Paragraph 2, the transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the corporate trust office of the Fiscal Agent duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing. Subject to Paragraph 2, upon such surrender of this Security for registration of transfer, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount.

 

In the event of a redemption of the Securities in part, the Issuer shall not be required (i) to register the transfer or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any Security, or portion thereof, called for redemption.

 

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but Italy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Security for registration of transfer, the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.

 

21 

 

 

The Securities will become void unless surrendered for payment within a period of five years from the date on which the payment in respect thereof first becomes due or, if the full amount of the money has not been received by a Fiscal Agent on or prior to such due date, the date on which, the full amount of such money having been so received, notice to that effect shall have been given to the holders.

 

4.             (a)           The Issuer shall pay to the Fiscal Agent at its principal office in London, England, on or prior to each Interest Payment Date, any redemption date, and the maturity date of the Securities, in such amounts sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to, respectively, pay the interest on, or the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on, and principal of, the Securities due and payable on such Interest Payment Date, redemption date or maturity date, as the case may be. The Fiscal Agent shall apply the amounts so paid to it to the payment of such interest, redemption price and principal in accordance with the terms of the Securities. Any monies paid by the Issuer to the Fiscal Agent for the payment of the principal of (or premium, if any) or interest on any Securities and remaining unclaimed at the end of two years after such principal or interest shall have become due and payable (whether at maturity or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of and interest on this Security as the same shall become due.

 

(b)            In any case where the due date for the payment of the principal of or interest on any Security or the date fixed for redemption of any Security shall not be a Banking Day, then payment of principal need not be made on such date at such place but may be made on the next succeeding Banking Day with the same force and effect as if made on the date for such payment or the date fixed for redemption.

 

5.             (a)           All payments of principal and interest in respect of the Securities will be exempt from taxes, levies, imposts, duties, deductions, withholdings or other charges, of whatsoever nature, imposed, levied, collected, withheld or assessed by the Republic of Italy or any political subdivision or taxing authority thereof or therein (all of which are referred to herein as “Italian Taxes”) so long as the beneficial owner of the relevant Security is not resident in the Republic of Italy.

 

Without prejudice to the foregoing, if any payment of principal or interest is not exempt as aforesaid, Italy shall pay, to the extent permitted by law, such additional amounts as are necessary in order that the net payment, after the imposition of any Italian Taxes in respect thereof, will not be less than the amount the holder would have received in the absence of such taxes, except that no such additional amounts shall be payable:

 

(i)            to on behalf of a holder who is able to avoid such imposition, levy, collection, withholding or assessment by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority;

 

(ii)            in respect of any Security presented for payment (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the holder thereof would have been entitled to additional amounts on presenting the same for payment on the expiration of such period of 30 days;

 

(iii)            where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or

 

(iv)            in respect of any Security presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Fiscal Agent in a Member State of the European Union.

 

As used herein, the “Relevant Date” means the date on which such payment first becomes due or, if the full amount of the money payable has not been received by the Fiscal Agent on or prior to such due date, it means the date on which, the full amount of such money having been so received, notice to that effect shall have been duly given in the manner provided in the Fiscal Agency Agreement.

 

22 

 

 

Italy shall pay all stamp and other duties, if any, which may be imposed by the Republic of Italy, the United States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the Fiscal Agent Agreement or the issuance of this Security.

 

(b)           Except as specifically provided in this Security, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Whenever in this Security there is a reference, in any context, to the payment of the principal of or interest on, or in respect of, any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for paragraph in 5(a) to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of such paragraph and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.

 

6.             (a)            The Securities of this Series are subject to redemption upon not more than 60 nor less than 30 days’ notice given as hereinafter provided, as a whole or in part, at the election of the Issuer, at a redemption price equal to 100% of the principal amount, together with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date, but interest installments on Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the relevant Record Dates referred to above.

 

 (b)          In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent not less than 30 days prior to the redemption date from the Outstanding Securities not previously called for redemption, by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to US$ 1000 or any integral multiple thereof) of the principal amount of Registered Securities of a denomination larger than US$ 1000.

 

 (c)           Notices to redeem Securities shall be given by publication at least once in a leading daily newspaper in the English language of general circulation in The City of New York and in London, England and generally in Europe which, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, shall be a daily newspaper of general circulation in Luxembourg and to holders of Registered Securities in writing mailed, first-class postage prepaid, to each holder of Registered Securities, or portions thereof, so to be redeemed, at his address as it appears in the register hereinabove referred to. In the case of a redemption, such notice will be given once not more than 60 days nor less than 30 days prior to the date fixed for redemption. The term “daily newspaper” as used herein shall be deemed to mean a newspaper customarily published on each business day, whether or not it shall be published in Saturday, Sunday or holiday editions. If by reason of the suspension of publication of any newspaper or of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the publication or mailed notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to other Securities. Such notices will be deemed to have been given on the date of such publication or mailing or, if published in such newspapers on different dates, on the date of the first such publication. Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed (or portion thereof in the case of a partial redemption of a Security), that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice and that on and after said date interest thereon will cease to accrue.

 

23 

 

 

(d)            If notice of redemption has been given in the manner set forth in clause (c) of this paragraph 6, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, the Securities shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date. From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the corporate trust office of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, the only right of the holders of such Securities shall be to receive payment of the redemption price (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date) as aforesaid. If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.

 

(e)            Any Registered Security which is to be redeemed only in part shall be surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the holder thereof or his attorney duly authorized in writing, and the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver to the registered Holder of such Security without service charge, a new Registered Security or Securities of this Series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

 

  7. In the event:

 

(a)            of default in the payment of any principal of (and premium, if any, on) or interest on any of the Securities and the continuance of such default for a period of more than 30 days after the due date; or

 

(b)            of failure to perform or observe any other obligation under the Securities and the continuance of such default for the period of 60 days following written notice thereof to Italy at the office of the Fiscal Agent by any Security holder; or

 

(c)            that (i) any other present or future Public External Indebtedness in an amount equal to or exceeding US$ 50 million (or its equivalent) becomes due and payable prior to the stated maturity thereof by reason of default in payment of principal thereof or premium, if any, or interest thereon, or any such Public External Indebtedness in an amount equal to or exceeding US$ 50 million (or its equivalent) is not paid at the maturity thereof as extended by any grace period applicable thereto, or (ii) Italy declares a general moratorium on the payment of any Public External Indebtedness;

 

the Fiscal Agent shall, upon the instruction of the holders of not less than 25% in aggregate principal amount of the Securities then Outstanding, declare the principal of this Security and the interest accrued hereon to be immediately due and payable. Upon any declaration of acceleration properly given in accordance with this Paragraph 7, all amounts payable on the Securities will become immediately due and payable on the date that written notice of acceleration is received by the Issuer and the Fiscal Agent at its corporate trust office, unless all such defaults have been remedied or waived prior to the receipt of such written notice by the Issuer and the Fiscal Agent.

 

The holders of more than 50% of the aggregate principal amount of the Securities then Outstanding, by written notice to the Issuer and to the Fiscal Agent as set forth in the Fiscal Agency Agreement may, on behalf of all the holders, rescind or annul any notice of acceleration given pursuant to this Paragraph 7.

 

24 

 

 

8.             If any mutilated Security is surrendered to the Fiscal Agent, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

 

If there be delivered to the Issuer and the Fiscal Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the absence of notice to the Issuer or the Fiscal Agent that such Security has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a new Security of like tenor and principal amount and bearing a number not contemporaneously Outstanding.

 

Upon the issuance of any new Security under this Paragraph, the Issuer may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Fiscal Agent) connected therewith.

 

Every new Security issued pursuant to this Paragraph in lieu of any destroyed, lost or stolen Security, shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone.

 

Any new Security delivered pursuant to this Paragraph shall be so dated that neither gain nor loss in interest shall result from such exchange.

 

The provisions of this Paragraph 8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

 

9.             Italy and the Fiscal Agent may, with the approval and/or upon the written consent of holders of Securities as provided in the Fiscal Agency Agreement, and in accordance with the procedures and with the effect set forth in the Fiscal Agency Agreement, modify, amend or supplement the terms of the Securities or, insofar as it affects the Securities, the Fiscal Agency Agreement, in any way, and such holders may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement or the Securities to be made, given or taken by holders of Securities. Notwithstanding anything to the contrary herein, the terms and conditions of the Securities and any agreement governing the issuance or administration of the Securities may be modified by the Issuer without the consent of any holders of the Securities: (i) to correct a manifest error or cure an ambiguity; or (ii) if the modification is of a formal or technical nature or for the benefit of the holders of the Securities. The Issuer will publish the details of any modification of the Securities made pursuant to this Paragraph 9 within ten days of the modification becoming legally effective.

It shall not be necessary for the vote or consent of the holders of the Securities to approve the particular form of any proposed modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action, but it shall be sufficient if such vote or consent shall approve the substance thereof.

 

10.            No reference herein to the Fiscal Agency Agreement and no provision of this Security or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

25 

 

 

11.            The Republic of Italy from time to time, without notice to or the consent of the registered holders of the Securities, may create and issue further Securities ranking pari passu with the Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Securities or except for the first payment of interest following the issue date of such further Securities) and so that such further Securities shall be consolidated and form a single series with the Securities and shall have the same terms as to status, redemption or otherwise as the Securities.

 

12.            No holder of Securities will be entitled to institute proceedings against the Issuer or take steps to enforce the rights of the holders of Securities under the terms and conditions of the Securities unless the Fiscal Agent, having become bound to proceed in accordance with these terms and conditions, has failed to do so within a reasonable time and such failure is continuing.

 

13.            THIS SECURITY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

14.            Italy hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Security, and to constitute the same and valid obligation of Italy in accordance with its terms, have been done and performed and have happened in due and strict compliance with the applicable laws of the Republic of Italy.

 

15.            Italy has appointed its Ambassador to the United States, 3000 Whitehaven Street, N.W., Washington, D.C. 20008, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based on the Securities which may be instituted in any State or Federal court in The City of New York by the holder of any Security, and Italy expressly accepts the jurisdiction of any such court in respect of such action. The Issuer hereby irrevocably waives any immunity to service of process and any objection to venue in respect of any such action to which it might otherwise be entitled in any action arising out of or based on the Securities which may be instituted by the holder of any Security in any State or Federal court in The City of New York or in any competent court in the Republic of Italy to the fullest extent permitted by Italian law. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due and to become due on or in respect of all the Securities have been either paid or returned to the Issuer as provided in Section 8(b) of the Fiscal Agency Agreement. Italy hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities which may be instituted by the holder of any Security in any State or Federal court in The City of New York or in any competent court in the Republic of Italy to the fullest extent permitted by Italian law. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States Federal securities laws.

 

26 

 

 

ABBREVIATIONS

 

The following abbreviations, when used in the inscription herein, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM - as tenants   UNIF GIFT    
    in common   MIN ACT - [•]Custodian[•]
            (Cust)
             
TEN ENT - as tenants by       Under Uniform Gifts to
    the entireties       Minors
             
JT TEN - as joint tenants with        
    right of survivorship        
    and not as tenants in        
    common        

 

    State

  

Additional abbreviations may also be used
though not in the above list.

 

 

 

FOR VALUE RECEIVED the undersigned hereby
sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE

   
   
   

 

Please print or typewrite name and address
including postal zip code of assignee

 

 

the within note and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________ attorney to transfer said note on the books of the Issuer, with full power of substitution in the premises.

 

Dated: ______________________

 

27

 

 

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

 

The initial principal amount of this Global Note shall be US$ 500,000,000. The following increases or decreases in the principal amount of this Global Note have been made:

 

Amount of
decrease in
principal amount of
this Global Note
Amount of increase in principal amount of this Global Note Principal amount
of this Global
Note
Signature of
authorized
officer of
Trustee or
Common
Date of exchange
following such
decrease or
increase
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

28

 

 

Exhibit (18)

 

FORM OF GLOBAL DTC SECURITY

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE REPUBLIC OF ITALY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

 

THIS GLOBAL DTC SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.

 

US$ 500,000,000

 

REPUBLIC OF ITALY

 

3.875% NOTES DUE May 6, 2051

 

Common Code: 233937134

CUSIP: 465410 CC0

ISIN: US465410CC03

 

The Republic of Italy (herein called the “Issuer” or “Italy”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum set forth in the attached Schedule A, which principal sum at any time shall not exceed US$ 1,500,000,000 on May 6, 2051, and to pay interest thereon at the rate of 3.875% per annum to be determined in accordance with the provisions hereinafter set forth from and including May 6, 2021, until the principal hereof is paid or made available for payment. Interest shall be payable semi-annually in arrears commencing May 6 and November 6 of each year (each an “Interest Payment Date”), unless any Interest Payment Date would otherwise fall on a day which is not a Banking Day, in which case the Interest Payment Date shall be the immediately succeeding Banking Day without any interest or other payment as a result of the delay. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. “Banking Day” means any day that is a day on which banking institutions in The City of New York are not generally authorized or obligated by law, regulation or executive order to close.

 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Fiscal Agency Agreement hereinafter referred to, be paid to the person (the “registered holder”) in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the preceding April 22 and October 23, as the case may be (each a “Regular Record Date”). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the registered holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such interest to be fixed by Italy, notice whereof shall be given to registered holders of Securities of this Series (as defined in the Fiscal Agency Agreement) not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange.

 

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Principal of (and premium, if any, on) this Security shall be payable at the corporate trust office of Citibank, N.A. as fiscal agent or its successor (the “Fiscal Agent”) and at the offices of such other Fiscal Agents as Italy shall have appointed pursuant to the Fiscal Agency Agreement. Payments of principal of the Securities shall be made against surrender of registered Securities of a Series, and payments of any interest on this Security shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the person entitled thereto at such person’s address appearing on the aforementioned register. The Issuer covenants that until this Security has been delivered to the Fiscal Agent for cancellation, or monies sufficient to pay the principal of and interest on this Security have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in the Borough of Manhattan, The City of New York and in Europe (which, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, shall include an office or agency in Luxembourg) for the payment of the principal of and interest on the Securities as herein provided.

 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as is set forth at this place.

 

The Securities are issued pursuant to a Fiscal Agency Agreement, dated as of January 29, 2013, between Italy and Citibank N.A. (the “Fiscal Agent”).

 

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this Security shall not be valid or obligatory for any purpose.

 

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

 

Dated: ___________________________    
       
    REPUBLIC OF ITALY
       
       
    By:  
      Ministry of Economy and Finance

 

This is one of the Securities of the Series referred to in the within-mentioned Fiscal Agency Agreement.

 

  CITIBANK, N.A.
     
     
  As Fiscal Agent
     
     
  By:  
    Authorized Officer

 

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REVERSE GLOBAL DTC SECURITY
REPUBLIC OF ITALY

 

3.875% NOTES DUE May 6, 2051

 

1. (a)     This Security is one of a duly authorized issue of securities of the Issuer consisting of US$ 1,500,000,000 principal amount of 3.875% Notes due 2051 issued by Italy on May 6, 2021 (herein called the “Securities”), issued and to be issued in accordance with a Fiscal Agency Agreement, dated as of January 29, 2013 (herein called the “Fiscal Agency Agreement”), between the Issuer and Citibank, N.A. in respect of the issue of the Securities (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement, copies of which Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in London, England, and, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, at the office of the Fiscal Agent hereinafter named in Luxembourg. This Security is one of the Series designated on the face hereof, limited in aggregate principal amount to US$ 1,500,000,000.

 

(b)            The Securities are the direct, unconditional, general and (subject to the provisions below) unsecured obligations of Italy and will rank equally with all other evidences of indebtedness issued in accordance with the Fiscal Agency Agreement and with all other unsecured and unsubordinated general obligations of Italy for money borrowed, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. Italy hereby pledges its full faith and credit for the due and punctual payment of the Securities and for the due and timely performance of all obligations of Italy with respect thereto.

 

(c)            Italy hereby agrees that it will not create any Encumbrance upon the whole or any part of its present or future revenues or assets to secure any present or future Public External Indebtedness without securing the Securities Outstanding (as defined in the Fiscal Agency Agreement) equally and ratably with such Public External Indebtedness, and the instrument creating any such Encumbrance shall expressly provide therefor. “Encumbrance” shall mean any mortgage, charge, pledge, lien or other arrangement creating security other than (a) any Encumbrance on goods or other assets provided to or acquired by Italy and securing a sum of Public External Indebtedness not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services; or (b) any Encumbrance securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Encumbrance applies only to (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties. “Project Financing” shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project. “Public External Indebtedness” shall mean all indebtedness of Italy in the form of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or were intended to be quoted, listed or traded on any securities exchange or other securities market.

 

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2.            Except as set forth in the following sentence, the Securities are issuable only as fully registered global securities, without coupons (for purposes of this Paragraph 2, each, a “Global Security”), each registered in the name of either (x) Cede & Co., or a nominee thereof, in respect of interests held through DTC, or a successor of DTC or a nominee thereof, or (y) Citivic Nominees Limited, a nominee of Citibank, N.A., London office, as common depositary for, and in respect of interests held through, Euroclear and Clearstream or a successor to Euroclear or Clearstream or a nominee thereof, (each of DTC, Euroclear and Clearstream, and any successor to any of them, is referred to herein as a “Clearing System”) and (i) no Global Security may be transferred, except in whole and not in part, and only to a Clearing System, one or more nominees of a Clearing System or one or more respective successors of a Clearing System and its nominees, and (ii) no Global Security may be exchanged for any Security other than another Global Security. Notwithstanding any other provision of the Fiscal Agency Agreement or this Global Security, a Global Security may be transferred to, or exchanged for registered Securities registered in the name of, a person other than a Clearing System, a nominee of a Clearing System or a successor of a Clearing System or its nominee if (i) the relevant Clearing System (a) notifies Italy that it is unwilling or unable to continue as depositary for such Global Security or (b) in the case of DTC, or a successor thereto, ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be, and in either such case (a) or (b) a successor is not appointed by Italy within 90 days after receiving such notice or becoming aware that DTC or such successor is no longer so registered, (ii) Italy, in its sole discretion, instructs the Fiscal Agent in writing that a Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an event of default with respect to the Securities evidenced by this Global Security (as set forth in Paragraph 7). Registered Securities issued in exchange for this Global Security will be registered in such names as an authorized representative of the relevant Clearing System shall request, and issued in denominations of $200,000 and integral multiples of $1,000 above that amount.

 

3.            The Issuer shall maintain in London, England an office or agency where Securities may be surrendered for registration of transfer. The Issuer has initially appointed the corporate trust office of the Fiscal Agent as its agent in London, England for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, Italy will provide for the registration of Securities and registration of transfers of Securities. Italy reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar or to appoint additional or other registrars or to approve any change in the office through which any security registrar acts, provided that there will at all times be a security registrar in London, England. Subject to Paragraph 2, the transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the corporate trust office of the Fiscal Agent duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing. Subject to Paragraph 2, upon such surrender of this Security for registration of transfer, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount.

 

In the event of a redemption of the Securities in part, the Issuer shall not be required (i) to register the transfer or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any Security, or portion thereof, called for redemption.

 

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but Italy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Security for registration of transfer, the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.

 

The Securities will become void unless surrendered for payment within a period of five years from the date on which the payment in respect thereof first becomes due or, if the full amount of the money has not been received by a Fiscal Agent on or prior to such due date, the date on which, the full amount of such money having been so received, notice to that effect shall have been given to the holders.

 

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4. (a)     The Issuer shall pay to the Fiscal Agent at its principal office in London, England, on or prior to each Interest Payment Date, any redemption date, and the maturity date of the Securities, in such amounts sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to, respectively, pay the interest on, or the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on, and principal of, the Securities due and payable on such Interest Payment Date, redemption date or maturity date, as the case may be. The Fiscal Agent shall apply the amounts so paid to it to the payment of such interest, redemption price and principal in accordance with the terms of the Securities. Any monies paid by the Issuer to the Fiscal Agent for the payment of the principal of (or premium, if any) or interest on any Securities and remaining unclaimed at the end of two years after such principal or interest shall have become due and payable (whether at maturity or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of and interest on this Security as the same shall become due.

 

(b)            In any case where the due date for the payment of the principal of or interest on any Security or the date fixed for redemption of any Security shall not be a Banking Day, then payment of principal need not be made on such date at such place but may be made on the next succeeding Banking Day with the same force and effect as if made on the date for such payment or the date fixed for redemption.

 

5. (a)     All payments of principal and interest in respect of the Securities will be exempt from taxes, levies, imposts, duties, deductions, withholdings or other charges, of whatsoever nature, imposed, levied, collected, withheld or assessed by the Republic of Italy or any political subdivision or taxing authority thereof or therein (all of which are referred to herein as “Italian Taxes”) so long as the beneficial owner of the relevant Security is not resident in the Republic of Italy.

 

Without prejudice to the foregoing, if any payment of principal or interest is not exempt as aforesaid, Italy shall pay, to the extent permitted by law, such additional amounts as are necessary in order that the net payment, after the imposition of any Italian Taxes in respect thereof, will not be less than the amount the holder would have received in the absence of such taxes, except that no such additional amounts shall be payable:

 

(i)            to on behalf of a holder who is able to avoid such imposition, levy, collection, withholding or assessment by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority;

 

(ii)            in respect of any Security presented for payment (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the holder thereof would have been entitled to additional amounts on presenting the same for payment on the expiration of such period of 30 days;

 

(iii)            where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or

 

(iv)            in respect of any Security presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Fiscal Agent in a Member State of the European Union.

 

As used herein, the “Relevant Date” means the date on which such payment first becomes due or, if the full amount of the money payable has not been received by the Fiscal Agent on or prior to such due date, it means the date on which, the full amount of such money having been so received, notice to that effect shall have been duly given in the manner provided in the Fiscal Agency Agreement.

 

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Italy shall pay all stamp and other duties, if any, which may be imposed by the Republic of Italy, the United States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the Fiscal Agent Agreement or the issuance of this Security.

 

(b)            Except as specifically provided in this Security, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. Whenever in this Security there is a reference, in any context, to the payment of the principal of or interest on, or in respect of, any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for paragraph in 5(a) to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of such paragraph and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.

 

6. (a)     The Securities of this Series are subject to redemption upon not more than 60 nor less than 30 days’ notice given as hereinafter provided, as a whole or in part, at the election of the Issuer, at a redemption price equal to 100% of the principal amount, together with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date, but interest installments on Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the relevant Record Dates referred to above.

 

(b)            In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent not less than 30 days prior to the redemption date from the Outstanding Securities not previously called for redemption, by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to US$ 1000 or any integral multiple thereof) of the principal amount of Registered Securities of a denomination larger than US$ 1000.

 

(c)            Notices to redeem Securities shall be given by publication at least once in a leading daily newspaper in the English language of general circulation in The City of New York and in London, England and generally in Europe which, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, shall be a daily newspaper of general circulation in Luxembourg and to holders of Registered Securities in writing mailed, first-class postage prepaid, to each holder of Registered Securities, or portions thereof, so to be redeemed, at his address as it appears in the register hereinabove referred to. In the case of a redemption, such notice will be given once not more than 60 days nor less than 30 days prior to the date fixed for redemption. The term “daily newspaper” as used herein shall be deemed to mean a newspaper customarily published on each business day, whether or not it shall be published in Saturday, Sunday or holiday editions. If by reason of the suspension of publication of any newspaper or of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the publication or mailed notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to other Securities. Such notices will be deemed to have been given on the date of such publication or mailing or, if published in such newspapers on different dates, on the date of the first such publication. Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed (or portion thereof in the case of a partial redemption of a Security), that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice and that on and after said date interest thereon will cease to accrue.

 

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(d)            If notice of redemption has been given in the manner set forth in clause (c) of this paragraph 6, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, the Securities shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date. From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the corporate trust office of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, the only right of the holders of such Securities shall be to receive payment of the redemption price (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date) as aforesaid. If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.

 

(e)            Any Registered Security which is to be redeemed only in part shall be surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the holder thereof or his attorney duly authorized in writing, and the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver to the registered Holder of such Security without service charge, a new Registered Security or Securities of this Series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

 

  7. In the event:

 

(a)            of default in the payment of any principal of (and premium, if any, on) or interest on any of the Securities and the continuance of such default for a period of more than 30 days after the due date; or

 

(b)            of failure to perform or observe any other obligation under the Securities and the continuance of such default for the period of 60 days following written notice thereof to Italy at the office of the Fiscal Agent by any Security holder; or

 

(c)            that (i) any other present or future Public External Indebtedness in an amount equal to or exceeding US$ 50 million (or its equivalent) becomes due and payable prior to the stated maturity thereof by reason of default in payment of principal thereof or premium, if any, or interest thereon, or any such Public External Indebtedness in an amount equal to or exceeding US$ 50 million (or its equivalent) is not paid at the maturity thereof as extended by any grace period applicable thereto, or (ii) Italy declares a general moratorium on the payment of any Public External Indebtedness;

 

the Fiscal Agent shall, upon the instruction of the holders of not less than 25% in aggregate principal amount of the Securities then Outstanding, declare the principal of this Security and the interest accrued hereon to be immediately due and payable. Upon any declaration of acceleration properly given in accordance with this Paragraph 7, all amounts payable on the Securities will become immediately due and payable on the date that written notice of acceleration is received by the Issuer and the Fiscal Agent at its corporate trust office, unless all such defaults have been remedied or waived prior to the receipt of such written notice by the Issuer and the Fiscal Agent.

 

The holders of more than 50% of the aggregate principal amount of the Securities then Outstanding, by written notice to the Issuer and to the Fiscal Agent as set forth in the Fiscal Agency Agreement may, on behalf of all the holders, rescind or annul any notice of acceleration given pursuant to this Paragraph 7.

 

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8.            If any mutilated Security is surrendered to the Fiscal Agent, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

 

If there be delivered to the Issuer and the Fiscal Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the absence of notice to the Issuer or the Fiscal Agent that such Security has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a new Security of like tenor and principal amount and bearing a number not contemporaneously Outstanding.

 

Upon the issuance of any new Security under this Paragraph, the Issuer may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Fiscal Agent) connected therewith.

 

Every new Security issued pursuant to this Paragraph in lieu of any destroyed, lost or stolen Security, shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone.

 

Any new Security delivered pursuant to this Paragraph shall be so dated that neither gain nor loss in interest shall result from such exchange.

 

The provisions of this Paragraph 8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

 

9.            Italy and the Fiscal Agent may, with the approval and/or upon the written consent of holders of Securities as provided in the Fiscal Agency Agreement, and in accordance with the procedures and with the effect set forth in the Fiscal Agency Agreement, modify, amend or supplement the terms of the Securities or, insofar as it affects the Securities, the Fiscal Agency Agreement, in any way, and such holders may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement or the Securities to be made, given or taken by holders of Securities. Notwithstanding anything to the contrary herein, the terms and conditions of the Securities and any agreement governing the issuance or administration of the Securities may be modified by the Issuer without the consent of any holders of the Securities: (i) to correct a manifest error or cure an ambiguity; or (ii) if the modification is of a formal or technical nature or for the benefit of the holders of the Securities. The Issuer will publish the details of any modification of the Securities made pursuant to this Paragraph 9 within ten days of the modification becoming legally effective.

 

It shall not be necessary for the vote or consent of the holders of the Securities to approve the particular form of any proposed modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action, but it shall be sufficient if such vote or consent shall approve the substance thereof.

 

10.            No reference herein to the Fiscal Agency Agreement and no provision of this Security or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

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11.            The Republic of Italy from time to time, without notice to or the consent of the registered holders of the Securities, may create and issue further Securities ranking pari passu with the Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Securities or except for the first payment of interest following the issue date of such further Securities) and so that such further Securities shall be consolidated and form a single series with the Securities and shall have the same terms as to status, redemption or otherwise as the Securities.

 

12.            No holder of Securities will be entitled to institute proceedings against the Issuer or take steps to enforce the rights of the holders of Securities under the terms and conditions of the Securities unless the Fiscal Agent, having become bound to proceed in accordance with these terms and conditions, has failed to do so within a reasonable time and such failure is continuing.

 

13.            THIS SECURITY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

14.            Italy hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Security, and to constitute the same and valid obligation of Italy in accordance with its terms, have been done and performed and have happened in due and strict compliance with the applicable laws of the Republic of Italy.

 

15.            Italy has appointed its Ambassador to the United States, 3000 Whitehaven Street, N.W., Washington, D.C. 20008, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based on the Securities which may be instituted in any State or Federal court in The City of New York by the holder of any Security, and Italy expressly accepts the jurisdiction of any such court in respect of such action. The Issuer hereby irrevocably waives any immunity to service of process and any objection to venue in respect of any such action to which it might otherwise be entitled in any action arising out of or based on the Securities which may be instituted by the holder of any Security in any State or Federal court in The City of New York or in any competent court in the Republic of Italy to the fullest extent permitted by Italian law. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due and to become due on or in respect of all the Securities have been either paid or returned to the Issuer as provided in Section 8(b) of the Fiscal Agency Agreement. Italy hereby waives irrevocably any immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities which may be instituted by the holder of any Security in any State or Federal court in The City of New York or in any competent court in the Republic of Italy to the fullest extent permitted by Italian law. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States Federal securities laws.

 

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ABBREVIATIONS

The following abbreviations, when used in the inscription herein, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM- as tenants   UNIF GIFT   

  in common   MIN ACT -[•]Custodian[•]

         (Cust)

 

TEN ENT - as tenants by     Under Uniform Gifts to

 the entireties       Minors

 

JT TEN-as joint tenants with        

 right of survivorship        

 and not as tenants in        

 common        

         State

 

Additional abbreviations may also be used 

though not in the above list. 

  

 

FOR VALUE RECEIVED the undersigned hereby 

sell(s), assign(s) and transfer(s) unto 

 

PLEASE INSERT SOCIAL SECURITY OR 

OTHER IDENTIFYING NUMBER OF 

ASSIGNEE 

 

 

 

 

 

 

Please print or typewrite name and address 

including postal zip code of assignee 

 

 

the within note and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________ attorney to transfer said note on the books of the Issuer, with full power of substitution in the premises.

 

Dated: ______________________

 

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SCHEDULE A

 

SCHEDULE OF PRINCIPAL AMOUNT

 

The initial principal amount of this Global Note shall be US$ 500,000,000. The following increases or decreases in the principal amount of this Global Note have been made:

 

      Signature of  
Amount of Amount of   authorized Date of exchange
decrease in increase in Principal amount officer of following such
principal amount of principal amount of this Global Trustee or decrease or
this Global Note of this Global Note Note Common increase
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 

 

 

Exhibit (19)

 

Names and addresses of the Underwriters of the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051

 

Underwriter   Address
Barclays Bank Ireland PLC  

One Molesworth Street

Dublin 2

Ireland D02RF29

BofA Securities Europe SA  

51 rue la Boétie

75008 Paris

France

Goldman Sachs Bank Europe SE  

Marienturm, Taunusanlage 9-10

60329 Frankfurt am Main

Germany

BNP Paribas  

16, boulevard des Italiens

75009 Paris

France

Citigroup Global Markets Europe AG  

Reuterweg 16

60323 Frankfurt am Main

Germany

Crédit Agricole Corporate and Investment Bank  

12, Place des Etats-Unis -

CS 70052 - 92547 Montrouge Cedex (France)

Deutsche Bank Aktiengesellschaft  

Mainzer Landstraße 11-17

60329 Frankfurt am Main

Germany

HSBC Continental Europe  

38, avenue Kléber

75116 Paris

France

Intesa Sanpaolo S.p.A.  

Via Manzoni, 4

20121 Milan

Italy

J.P. Morgan A.G.  

Taunustor 1 (TaunusTurm)

60310 Frankfurt am Main

Germany

Morgan Stanley Europe SE  

Grosse Gallusstrasse 18

60312 Frankfurt-am-Main

Germany

MPS Capital Services Banca per le Imprese S.p.A.  

Via Leone Pancaldo 4

50127 Firenze, Italy

NatWest Markets N.V.  

Claude Debussylaan 94

1082 MD Amsterdam

The Netherlands

 

2 

 

 

Underwriter   Address
Nomura Financial Products Europe GmbH  

c/o Nomura International plc

1 Angel Lane

London EC4R 3AB

United Kingdom

Société Générale  

29 boulevard Haussmann

75009 Paris

France

UniCredit S.p.A.  

c/o UniCredit Bank AG, Milan Branch

Piazza Gae Aulenti 4,

Tower C, 20154 Milan

 

3 

 

 

Exhibit (20)

 

 

 

Itemized list of estimated expenses incurred or borne by or for the account of the

Republic of Italy in connection with the sale of the 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051

 

The following are the estimated expenses of the issuance and distribution of the securities being registered, all of which will be paid by, or on behalf of, the Registrar.

 

Registration fee   0 
Fiscal and Paying Agent fees and expenses   23,526.00(1)
Listing fees   21,643.92(2)
Printing Expenses   4,452.30(3)
Total  US$49,622.22 

 

(1)Invoiced amount was €20,000.00. Converted at $1.1763/€1, the Bank of Italy’s exchange rate prevailing on September 16, 2021.

 

(2)Invoiced amount was €18,400.00. Converted at $1.1763/€1, the Bank of Italy’s exchange rate prevailing on September 16, 2021.
  
(3)Invoiced amount was €3,785.00. Converted at $1.1763/€1, the Bank of Italy’s exchange rate prevailing on September 16, 2021.

 

4 

 

 

Exhibit (21)

 

Opinion, Dated May 6, 2021, of Dott.ssa Elena Comparato, the Head of the Legal Service of the Department of Treasury - Ministry of Economy and Finance relating to the Republic of Italy’s 0.875% Notes due May 6, 2024 and 3.875% Notes due May 6, 2051

 

[Letterhead of the Legal Service of the Department of Treasury– Ministry of Economy and Finance]

 

May 6, 2021

 

Morgan Stanley Europe SE

Citigroup Global Markets Europe AG

Deutsche Bank Aktiengesellschaft

 

(as Representatives of the several Underwriters

named in Schedule I to the Pricing Agreement)

 

c/oMorgan Stanley Europe SE

Grosse Gallusstrasse 18

60312, Frankfurt-am-Main

Germany

 

Dear Sirs:

 

As Head of the Legal Service of the Department of Treasury– Ministry of Economy and Finance, I have acted as internal counsel for the Ministry of Economy and Finance of the Republic of Italy ("Italy") in connection with the issuance by Italy of US$ 2,000,000,000 aggregate principal amount of its 0.875% Notes due 2024 and US$ 1,500,000,000 aggregate principal amount of its 3.875% Notes due 2051 (the "Notes") pursuant to the Form Underwriting Agreement, filed as Exhibit B to the Registration Statement under Schedule B (333-234057) and incorporated by reference in the Registration Statement under Schedule B (333-249472) (the "Underwriting Agreement"), between Italy on the one hand and the parties thereto on the other hand, and the related Pricing Agreement, dated as of April 27, 2021 (the "Pricing Agreement"), between Italy and yourselves, among others.

 

All capitalized terms not defined herein have such definitions as are specified in the Underwriting Agreement. Any reference to the Fiscal Agency Agreement made herein shall be intended as made to the Fiscal Agency Agreement dated as of January 29, 2013, between Italy and Citibank, N.A. (the "Fiscal Agent").

 

This opinion is furnished to you pursuant to Section 8(c) of the Underwriting Agreement. This opinion is limited to the laws of Italy as currently interpreted and is given on the basis that it will be governed by and construed with them, and any liability which may arise in respect of it is governed by the laws of Italy.

 

5 

 

 

Based upon the foregoing, I am of the opinion that:

 

  1. The Notes have been duly authorized and executed in accordance with the laws of Italy and, assuming due authentication by the Fiscal Agent, have been duly and validly issued and delivered and, assuming their compliance with New York State law, constitute valid, legally binding, direct, unconditional and general obligations of Italy enforceable in accordance with their terms and entitled to the benefits of the Fiscal Agency Agreement, assuming its approval as required by state contract law; the full faith and credit of Italy is pledged for the due and punctual payment of the Notes and for the performance of the obligations of Italy with respect thereto; and the Notes will rank pari passu, without any preference one over the other by reason of priority of date of issue, currency of payment or otherwise, with all other unsecured indebtedness of Italy in respect of money borrowed by Italy and guarantees given by Italy in respect of money borrowed by others.

 

  2. Neither the execution and delivery of the Underwriting Agreement, the Pricing Agreement, the Notes, the Fiscal Agency Agreement, nor the consummation of the transactions therein contemplated nor compliance with the terms and provisions thereof, including performance of each of the obligations contained in the Notes, will result in a breach of any of the terms, conditions or provisions of any treaty, convention, material agreement or material instrument to which Italy is a party or by which Italy is bound or constitute a default thereunder.

 

A copy of this opinion will be furnished to the Fiscal Agent pursuant to Section 8(d) of the Fiscal Agency Agreement dated as of January 29, 2013.

 

  Very truly yours,
   
   
  By: /s/ Elena Comparato
  Dott.sa Elena Comparato
  Head of the Legal Service of the Department of Treasury
  Ministry of Economy and Finance

 

6 

 



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