As filed with the Securities and Exchange Commission on March 29, 2024

Registration No. 333-275976

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

AMENDMENT NO. 1 TO

REGISTRATION STATEMENT

UNDER

SCHEDULE B

OF

THE SECURITIES ACT OF 1933

 

 

THE REPUBLIC OF TURKEY

(Name of Registrant)

 

 

TURKISH CONSULATE GENERAL

OFFICE OF THE ATTACHE FOR TREASURY AND FINANCIAL AFFAIRS

821 First Avenue, 4th Floor

New York, N.Y. 10017

(Name and address of authorized agent in the United States)

 

 

Copies to:

CHRISTOPHER P. PETERSON

Arnold & Porter Kaye Scholer LLP

250 West 55th Street

New York, New York 10019

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

The securities being registered hereby are to be offered on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to Be Registered		Proposed Maximum Aggregate Offering Price Per Share(1)		Proposed Maximum Aggregate Offering Price(1)(2)(3)		Amount of Registration Fee(4) (5)
Debt Securities		$13,691,614,352		100%		$13,691,614,352		$1,750,661.20

 

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Exclusive of accrued interest, if any.

(3)

Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to debt securities having an aggregate principal amount of $1,830,766,102.00 or the equivalent thereof in one or more other currencies or currency units, registered under the Registrant’s Registration Statement No. 333-236683 under Schedule B and not previously sold in the United States. In the event any previously registered debt securities are offered prior to the effective date of this Registration Statement, they will not be included in any prospectus hereunder.

(4)

The $1,750,661.20 paid by the Registrant with this Registration Statement relates to debt securities having an aggregate principal amount of $11,860,848,250.00 or the equivalent thereof in one or more other currencies or currency units, being registered hereby. The registration fee with respect to the Registrant’s $1,830,766,102.00 aggregate principal amount of debt securities registered under Registration Statement No. 333-236683 filed on February 27, 2020 was paid at the time such Registration Statement was filed.

(5)	Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Explanatory Note

This Amendment No. 1 to the Registration Statement is being filed pursuant to Rule 429. This Amendment No. 1 to the Registration Statement and the Prospectus included herein and constituting a part hereof relate to debt securities having an aggregate principal amount of $13,691,614,352 of which $1,830,766,102 aggregate principal amount of debt securities has been previously registered under the Registrant’s Registration Statement No. 333-236683 under Schedule B and not previously sold in the United States. In the event any previously registered debt securities are offered prior to the effective date of this Registration Statement, they will not be included in any prospectus hereunder.

In the event that Türkiye elects to offer securities on different terms or in a different manner from that specified in the Prospectus included herein, the securities may be offered from time to time pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933 as separate issues of debt securities on terms and in the manner to be specified in the separate Prospectus Supplements to be delivered in connection with each such offering and filed with the Securities and Exchange Commission pursuant to Rule 424(b).

The information in this prospectus is not complete and may be changed. Türkiye may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MARCH 29, 2024

PROSPECTUS

THE REPUBLIC OF TURKEY

$13,691,614,352

Debt Securities

 

 

The Republic of Türkiye, which may be referred to herein as Turkey, Türkiye or the Republic, may offer up to $13,691,614,352 (or its equivalent in other currencies) aggregate principal amount of its debt securities.

Türkiye may offer its debt securities from time to time in one or more offerings. Türkiye will provide the specific terms of the debt securities it is offering in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest.

The debt securities will contain “collective action clauses,” unless otherwise indicated in the applicable prospectus supplement. Under these provisions, which differ from the terms of Türkiye’s external indebtedness issued prior to January 1, 2015, Türkiye may amend the payment provisions of the debt securities and other “reserved matters” with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount outstanding of such series; (2) with respect to two or more series of debt securities, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 66 2/3% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually.

Türkiye may sell the securities directly, through agents designated from time to time or through underwriters or dealers.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. Türkiye has not authorized anyone to provide you with different or additional information. Türkiye is not making an offer of these debt securities in any place where the offer is not permitted by law. You should not assume that the information in this prospectus or any prospectus supplement accompanying this prospectus or any document incorporated by reference is accurate as of any date other than the date on the front of those documents.

 

 

The date of this prospectus is •

TABLE OF CONTENTS

 

		Page
Where You Can Find More Information			1
Data Dissemination			2
Use of Proceeds			2
Debt Securities			2
Plan of Distribution			19
Debt Record			20
Validity of the Securities			20
Official Statements			20
Authorized Agent			21

WHERE YOU CAN FIND MORE INFORMATION

Türkiye voluntarily files annual reports on Form 18-K with the Securities and Exchange Commission (“SEC”). These reports and any amendments to these reports include certain financial, statistical and other information about Türkiye and may be accompanied by exhibits. You may read and copy any document Türkiye files with the SEC at the SEC’s public reference room in Washington, D.C. Türkiye’s SEC filings are also available to the public from the SEC’s website at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room, or log on to www.sec.gov. The SEC is located at 100 F Street, N.E., Washington, DC 20549.

The SEC allows Türkiye to “incorporate by reference” the information Türkiye files with it. This means that Türkiye can disclose important information to you by referring you to those documents. Information that is incorporated by reference is an important part of this prospectus. Türkiye incorporates by reference the following documents:

 

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Türkiye’s Annual Report on Form 18-K for the year ended December 31, 2022(File Number 033-37817), filed on September 22, 2023, as amended by Amendment No.  1 to Türkiye’s Annual Report on Form 18-K/A, filed on February 15, 2024, Amendment No. 2 to Türkiye’s Annual Report on Form 18-K/A, filed on March 21, 2024, and Amendment No. 3 to Türkiye’s Annual Report on Form 18-K/A, filed on March 29, 2024.

 

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any amendments to Türkiye’s Annual Report on Form 18-K for the year ended December 31, 2022 filed prior to the date of this prospectus (File Number 033-37817).

Türkiye also incorporates by reference all future annual reports and amendments to annual reports until it sells all of the debt securities covered by this prospectus. Each time Türkiye files a document with the SEC that is incorporated by reference, the information in that document automatically updates the information contained in previously filed documents.

You may request a free copy of these filings by writing to or calling Türkiye’s Treasury and Financial Counselor at the following address and phone number:

Turkish Consulate General

Office of the Attaché for Treasury and Financial Affairs

821 First Avenue, 4th Floor

New York, N.Y. 10017

Attn: The Office of the Attaché for Treasury and Financial Affairs

(212) 351-7239

 

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DATA DISSEMINATION

Türkiye is a subscriber to the International Monetary Fund’s Special Data Dissemination Standard, or “SDDS”, which is designed to improve the timeliness and quality of information of subscribing member countries. The SDDS requires subscribing member countries to provide schedules indicating, in advance, the date on which data will be released, the so-called “Advance Release Calendar”. For Türkiye, precise dates or “no-later-than dates” for the release of data under the SDDS are disseminated no later than three months in advance through the Advance Release Calendar, which is published on the Internet under the International Monetary Fund’s Dissemination Standards Bulletin Board. Summary methodologies of all metadata to enhance transparency of statistical compilation are also provided on the Internet under the International Monetary Fund’s Dissemination Standard Bulletin Board. The Internet website is located at https://dsbb.imf.org/sdds/country/TUR/category. The website and any information on it are not part of this prospectus. All references in this prospectus to this website are inactive textual references to this URL, or “uniform resource locator”, and are for your information only.

USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, Türkiye will use the net proceeds from the sale of the debt securities for the general financing purposes of Türkiye, which may include the repayment of debt.

DEBT SECURITIES

Türkiye may issue debt securities, in distinct series at various times, and these debt securities will be issued pursuant to a fiscal agency agreement between Türkiye and a fiscal agent. The financial terms and other specific terms of a particular series of debt securities will be described in a prospectus supplement relating to those securities. If the terms or conditions described in the prospectus supplement that relates to your series of debt securities differ from the terms or conditions described in this prospectus, you should rely on the terms or conditions described in the prospectus supplement.

In this description of debt securities, you will see some initially capitalized terms. These terms have very particular, legal meanings, and you can find their definitions under the heading “Definitions” below.

General

The prospectus supplement that relates to your debt securities will specify the following terms, if applicable:

 

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the specific title or designation of the debt securities;

 

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the principal amount of the debt securities;

 

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the price of the debt securities;

 

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the stated maturity date on which Türkiye agrees to repay principal;

 

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the rate of any interest the debt securities will bear and, if variable, the method by which the interest rate will be calculated;

 

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the dates on which any interest payments are scheduled to be made;

 

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the date or dates from which any interest will accrue;

 

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the record dates for any interest payable on an interest payment date;

 

2

•

whether and under what circumstances and terms Türkiye may redeem the debt securities before maturity;

 

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whether and under what circumstances and terms the holders of the debt securities may opt to have their respective debt securities prepaid;

 

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whether and under what circumstances the debt securities will be entitled to the benefit of a sinking fund or other similar arrangement;

 

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whether and under what circumstances and terms the holders of the debt securities may opt to obligate Türkiye to repurchase or exchange their respective securities, either pursuant to an option that is included in the debt securities or that is or becomes separately tradable following their issuance;

 

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the currency or currencies in which the debt securities are denominated, which may be U.S. dollars, another foreign currency or units of two or more currencies;

 

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the currency or currencies for which such debt securities may be purchased and in which principal, premium, if any, and interest may be payable;

 

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whether any amount payable in respect of the debt securities will be determined based on an index or formula, and, if so, how any such amount will be determined;

 

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whether the debt securities will be issued upon the exchange or conversion of other debt securities and, if so, the specific terms relating to this exchange or conversion;

 

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whether any part or all of the debt securities will be in the form of a global security and the circumstance in which a global security is exchangeable for certificated (physical) securities;

 

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whether the debt securities will be listed and, if listed, the stock exchange on which the debt securities will be listed;

 

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whether the debt securities will be designated “Collective Action Securities” (as described below); and

 

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any other terms of the debt securities.

If applicable, the prospectus supplement may also describe any United States federal or Turkish income tax consequences and special considerations applicable to that particular series of debt securities.

Status of the Debt Securities

The following description applies to any series of debt securities issued prior to January 1, 2015 (including any further issuances of such debt securities).

The debt securities will be direct, unconditional, unsecured and general obligations of Türkiye without any preference one over the other. Türkiye will pledge its full faith and credit for the due and punctual payment of principal of and interest on the debt securities and for the timely performance of all of its obligations with respect to the debt securities.

The debt securities of each series will rank pari passu in right of payment with all other payment obligations relating to the External Indebtedness of Türkiye.

The following description applies to any series of debt securities issued on or after January 1, 2015.

The debt securities will constitute direct, general, unconditional and unsubordinated public External Indebtedness of Türkiye for which the full faith and credit of Türkiye is pledged. The debt securities rank and will rank without any preference among themselves and equally with all other unsubordinated public External Indebtedness of Türkiye. It is understood that this provision shall not be construed so as to require Türkiye to make payments under the debt securities ratably with payments being made under any other public External Indebtedness.

 

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Form of Debt Securities

Unless otherwise specified in the prospectus supplement, debt securities denominated in U.S. dollars will be issued:

 

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only in fully registered form; and

 

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without interest coupons.

Debt securities denominated in U.S. dollars or in another monetary unit will be issued in denominations set forth in the applicable prospectus supplement.

Payment

Unless otherwise specified in the applicable prospectus supplement, the principal of and interest on the debt securities will be payable in U.S. dollars at the New York office of the fiscal agent, or such other office as designated by the fiscal agent, to the registered holders of the debt securities on the related record date; provided, however, that if so provided in the text of the debt securities, payments of principal and any interest will be paid by check mailed to the registered holders of the debt securities at their registered addresses, or in the case of principal, such other address as provided in writing by the registered holder. The authorization relating to such debt securities may provide that payments may be made to a registered holder of an amount greater than the aggregate principal amount of debt securities specified therein, by transfer of same day funds to an account maintained by the payee with a bank as specified in such authorization, if the registered holder so elects by giving the fiscal agent not less than 15 days’ notice (or such fewer days as the fiscal agent may accept at its discretion) prior to the date of payment.

If any date on which principal or interest is due to be paid is not a business day, Türkiye may pay interest on the next day that is a business day and no additional interest will accrue on that payment. For this purpose, business day means any day, other than a Saturday or Sunday, on which banks in the City of New York are not required or authorized by law or executive order to be closed.

The register of holders of debt securities will be kept at the New York office of the fiscal agent, or such other office as designated by the fiscal agent.

Any moneys held by the fiscal agent in respect of debt securities and remaining unclaimed for two years after those amounts have become due and payable shall be returned to Türkiye, as provided and in the manner set forth in the debt securities. After the return of these moneys to Türkiye, the holders of these debt securities may look only to Türkiye for any payment.

Türkiye may replace the fiscal agent at any time, subject to the appointment of a replacement fiscal agent. The fiscal agent is an agent of Türkiye and is not a trustee for the holders of the debt securities.

Negative Pledge

Türkiye undertakes that it will not, so long as any of the debt securities remain outstanding, create or permit to exist (i) any Lien (other than a Permitted Lien) for any purpose upon or with respect to any International Monetary Assets of Türkiye; or (ii) any Lien (other than a Permitted Lien) upon or with respect to any other assets of Türkiye to secure External Indebtedness of any Person, unless the debt securities are given an equivalent interest.

Definitions

“Exportable Assets” means goods which are sold or intended to be sold for a consideration consisting of or denominated in Foreign Currency and any right to receive Foreign Currency in connection with the sale thereof.

 

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“External Indebtedness” of any Person means (i) each obligation, direct or contingent, of such Person to repay a loan, deposit, advance or similar extension of credit, (ii) each obligation of such Person evidenced by a note, bond, debenture or similar written evidence of indebtedness, and (iii) each Guarantee by such Person of an obligation constituting External Indebtedness of another Person; if in each case such obligation is denominated in a Foreign Currency or payable at the option of the payee in a Foreign Currency; provided that (i) an obligation (or Guarantee thereof) which by its terms is payable only by a Turkish Person to another Turkish Person in the Republic is not External Indebtedness; (ii) an obligation (or Guarantee thereof) to the extent that it is owing only to an individual who is a Turkish citizen is not External Indebtedness; (iii) an obligation is deemed to be denominated in a Foreign Currency if the terms thereof or of any applicable governmental program contemplate that payment thereof will be made to the holder thereof in such Foreign Currency by the obligor, Türkiye or any other Turkish Person; (iv) an obligation (or Guarantee thereof) to the extent that it is not equal to or above $100,000,000 is not External Indebtedness; and (v) an obligation (or Guarantee thereof) to the extent that it does not have an original maturity of more than one year or is not combined with a commitment so that the original maturity of one year or less may be extended to a period in excess of one year is not External Indebtedness.

“Foreign Currency” means any currency other than the lawful currency of Türkiye.

“Guarantee” includes a suretyship or any other arrangement whereby the respective party is directly or indirectly responsible for any External Indebtedness of another Person, including, without limitation, any obligation of such party to purchase goods or services or supply funds or take any other action for the purpose of providing for the payment or purchase of such External Indebtedness (in whole or in part).

“International Monetary Assets” means all official holdings of gold, Special Drawing Rights, Reserve Positions in the International Monetary Fund and Foreign Exchange which is owned or held by Türkiye or any monetary authority of Türkiye, all as defined by the International Monetary Fund.

“Lien” means any lien, mortgage, deed of trust, charge, pledge, hypothecation, security interest or other encumbrance.

“Permitted Lien” means

(1) any Lien on Foreign Currency (or deposits denominated in Foreign Currency) securing obligations with respect to a letter of credit issued in the course of ordinary commercial banking transactions (and expiring within one year thereafter) to finance the importation of goods or services into the Republic;

(2) any Lien on Exportable Assets (but not official holdings of gold), documents of title relating thereto, insurance policies insuring against loss or damage with respect thereto and proceeds of the foregoing, securing External Indebtedness incurred to finance the business of producing or exporting Exportable Assets; provided that (x) the proceeds of the sale of such Exportable Assets are expected to be received within one year after such Exportable Assets or documents become subject to such Lien; and (y) such External Indebtedness (i) is to be repaid primarily out of proceeds of sale of the Exportable Assets subject to such Lien and (ii) does not arise out of financing provided by the lender on condition that other External Indebtedness be repaid;

(3) any Lien securing External Indebtedness incurred for the purpose of financing any acquisition of assets (other than International Monetary Assets), provided that the assets which are subject to such Lien are: (x) tangible assets acquired in such acquisition (including, without limitation, documents evidencing title to such tangible assets); (y) claims which arise from the use, failure to meet specifications, sale or loss of, or damage to, such assets; or (z) rent or charter hire payable by a lessee or charterer of such assets;

(4) any Lien on or with respect to assets (other than International Monetary Assets) existing at the time of the acquisition thereof, provided that such Lien was not incurred in contemplation of such acquisition;

 

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(5) any Lien on or with respect to assets (other than International Monetary Assets) acquired (or deemed to be acquired) under a financial lease, or claims arising from the use, operation, failure to meet specifications, sale or loss of, or damage to, such assets, provided that (x) such Lien secures only rentals and other amounts payable under such lease; and (y) such assets were not owned by the Republic for more than 120 days prior to becoming subject to such lease;

(6) any Lien on any assets which arose pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings;

(7) any Lien arising by operation of law (and not pursuant to any agreement) which has not been foreclosed or otherwise enforced against the assets to which it applies, including without limitation any right of set-off with respect to demand or time deposits maintained with financial institutions and banker’s liens with respect to property held by financial institutions, provided that such Lien arises in the ordinary course of the activities of the owner of the assets subject thereto and not with a view to securing any External Indebtedness;

(8) any Lien securing External Indebtedness incurred in connection with any Project Financing, provided that the assets to which such Lien applies (x) are not official holdings of gold; and (y) are (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the use, operation, failure to meet specifications, exploitation, sale or loss of, or damage to, such assets;

(9) Liens on assets (other than official holdings of gold) in existence on the initial date of issuance of the securities of a series provided that such Liens remain confined to the assets affected thereby on the initial date of issuance of the securities of such series, and secure only those obligations so secured on the initial date of issuance of the securities of such series;

(10) any Lien arising in connection with contracts entered into substantially simultaneously for sales and purchases at market prices of precious metals; and

(11) any Lien or Liens which otherwise would not be permissible pursuant to the negative pledge and which secure(s) indebtedness in an aggregate amount not exceeding $50,000,000 (or the equivalent thereof in other currencies or composite currency units).

“Person” means an individual, corporation, partnership, joint venture, trust, unincorporated organization or any other judicial entity, including, without limitation, a government or governmental body or agency or instrumentality or any international organization or agency.

“Project Financing” means any financing of the acquisition, construction or development of any asset in connection with a project if the Person or Persons providing such financing expressly agree to look to the asset financed and the revenues to be generated by the use, exploitation, operation of or loss of, or damage to, such asset as a principal source of repayment for the moneys advanced and at the time of such financing it was reasonable to conclude that such project would generate sufficient income to repay substantially all of the principal of and interest on all External Indebtedness incurred in connection with such project.

“Turkish Person ” means Türkiye and any Person who is a resident or national of Türkiye or which has its principal place of business, seat or head office in Türkiye or any Person incorporated or organized under the laws of Türkiye.

 

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Default

Any of the following events affecting a particular series of debt securities will be an event of default with respect to that series of debt securities:

(a) Türkiye fails to pay, when due, principal of or any interest on the debt securities of that series and such failure continues for a period of 30 days; or

(b) Türkiye defaults in performance or observance of or compliance with any of its other obligations set forth in the debt securities of that series, which default is not remedied within 60 days after written notice of such default shall have been given to Türkiye by the holder of any debt securities of that series at the corporate trust office of the fiscal agent in the City of New York; or

(c) any other present or future External Indebtedness (as defined above) of Türkiye, for or in respect of moneys borrowed or raised in an amount in aggregate of not less than $40,000,000 (or its equivalent in other currencies or composite currency units), becomes due and payable prior to its stated maturity otherwise than at the option of Türkiye, or any such amount of External Indebtedness is not paid when due (in accordance with any extension granted in any modification, consent or waiver by the holders of such External Indebtedness) or, as the case may be, within any applicable grace period; or

(d) Türkiye ceases to be a member of the International Monetary Fund or of any successor (whether corporate or not) that performs the functions of, or functions similar to, the International Monetary Fund; or

(e) Türkiye announces its inability to pay its debts as they mature; or

(f) it becomes unlawful for Türkiye to perform or comply with any of its payment obligations under any of the debt securities of a series.

Redemption and Repurchase

Unless otherwise set forth in the applicable prospectus supplement, the debt securities will not be redeemable prior to maturity by Türkiye or repayable prior to maturity by the registered holders of these debt securities.

Türkiye may at any time purchase debt securities in any manner and for any price. If Türkiye purchases debt securities of a series by tender, tenders must be available to all holders of debt securities of that series. Any debt securities purchased by Türkiye may, at its discretion, be held by Türkiye or surrendered to the fiscal agent for cancellation, but such debt securities may not be resold.

Judgment Currency

If for the purpose of obtaining judgment in any court or from any other tribunal it is necessary to convert an amount due to the holder of a debt security in the currency in which the debt security was required to be paid by its terms (the “Debt Security Currency”) into another currency (the “Judgment Currency”), Türkiye and such holder agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such holder could purchase the Debt Security Currency with such Judgment Currency in the city which is the principal financial center of the country of issue of the Debt Security Currency on the date two business days preceding the date on which actual payment in the Judgment Currency is made to such holder.

 

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To the fullest extent permitted by law, the obligation of Türkiye in respect of any amount payable by it to the holder of a debt security shall, notwithstanding any judgment in a Judgment Currency, be discharged only to the extent that on the business day following receipt by such holder of any amount adjudged to be so due in the Judgment Currency, such holder may, in accordance with normal banking procedures, purchase the Debt Security Currency with the Judgment Currency. To the fullest extent permitted by law, if the amount of the Debt Security Currency so purchased is less than the amount originally due to such holder, Türkiye undertakes, as a separate and independent obligation, to indemnify and hold harmless each relevant holder of the debt security against the amount of such shortfall and if the amount of the Debt Security Currency so purchased is more than the amount originally due to such holder, and if all of Türkiye’s obligations to such holder under the debt securities are fully paid, such holder agrees to remit such excess to Türkiye.

Payment of Additional Amounts

All payments of principal and interest in respect of the debt securities by Türkiye will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges imposed, levied, collected, withheld or assessed by or within Türkiye or any authority of or within Türkiye (together, “Taxes”), unless such withholding or deduction is required by tax law. In that event, Türkiye shall pay those additional amounts that will result in receipt by the holders of debt securities of the amounts that would have been received by them had such withholding or deduction not been required, except that no additional amounts shall be payable with respect to any debt security:

 

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to a holder (or a third party on behalf of a holder) where such holder is liable to pay such Taxes in respect of any debt security by reason of that holder’s having some connection with Türkiye other than the mere holding of that debt security or the receipt of principal and interest in respect of that debt security; or

 

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presented for payment more than 30 days after the Relevant Date (see below), except to the extent that the holder of that debt security would have been entitled to additional amounts on presenting the same for payment on the last day of that 30-day period.

The term “Relevant Date” in respect of any debt security means whichever is the later of:

 

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the date on which payment in respect of the debt security first becomes due and payable; or

 

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if the fiscal agent has not received the full amount of the moneys payable on or before that due date, the date on which notice is given to the holders of debt securities that the full amount of those moneys has been received and is available for payment.

Any reference in this section to “principal” and/or “interest” includes any additional amounts that may be payable under the debt securities.

Upon not less than 30 days’ prior notice to holders of the debt securities, Türkiye will have the right to require each holder to present at the office of any paying agency five business days prior to each record date a certificate, in such form as Türkiye may from time to time reasonably prescribe in order to comply with applicable law or regulation, to enable Türkiye to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which Türkiye or the fiscal agent may be required to deduct or withhold from payments in respect of such securities under any present or future law of the United States or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. Türkiye will be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or requirements of the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination, but shall not be entitled to withhold all or part of any such payment except as required by applicable law.

Global Securities

The prospectus supplement that relates to your debt securities indicates whether any of the debt securities you purchase will be represented by a global security. The aggregate principal amount of any global security equals the sum of the principal amount of all the debt securities it represents. The global security will be registered in the name of the depositary identified in the prospectus supplement or its nominee, and will be deposited with the depositary, its nominee or a custodian.

 

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Limitations on Your Ability to Obtain Debt Securities Registered in Your Name. The global security will not be registered in the name of any person other than the depositary or its nominee. Similarly, the global security will not be exchanged for debt securities that are registered in the name of any person other than the depositary or its nominee. An exception to these restrictions would be made only if:

 

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the depositary notifies Türkiye that it is unwilling, unable or no longer qualified to continue to act as depositary and Türkiye does not appoint a successor depositary within 90 days;

 

•

at any time Türkiye decides it no longer wishes to have all or part of the debt securities represented by a global security; or

 

•

an event of default has occurred and is continuing to occur with respect to the securities.

In those circumstances, the depositary will determine in whose names to register any certificated (physical) debt securities issued in exchange for the global security. These certificated (physical) debt securities will be issued:

 

•

only in fully registered form;

 

•

without interest coupons; and

 

•

in denominations of $1,000 and greater multiples, unless otherwise specified in a prospectus supplement.

The depositary or its nominee will be considered the sole owner and holder of the global security for all purposes. As a result:

 

•

You cannot get debt securities registered in your name for so long as they are represented by the global security;

 

•

You cannot receive certificated (physical) debt securities in your name in exchange for your beneficial interest in the global security;

 

•

You will not be considered to be the owner or holder of the global security or any debt securities represented by the global security for any purpose;

 

•

You cannot assert any right of a holder of the debt securities unless you are authorized by the depositary and the participant through which you hold your beneficial interest; and

 

•

All payments on the global security will be made to the depositary or its nominee.

In some jurisdictions, certain types of purchasers (such as some insurance companies) are not permitted to own securities represented by a global security. These laws may limit your ability to sell or transfer your beneficial interest in the global security to these types of purchasers.

Beneficial Interests in and Payments on Global Security. Institutions that have accounts with the depositary or a nominee of the depositary, such as securities brokers and dealers, are called participants. Only participants, and persons that hold beneficial interests through participants, can own a beneficial interest in the global security. The depositary keeps records of the ownership and transfer of beneficial interests in the global security by its participants. In turn, participants keep records of the ownership and transfer of beneficial interests in the global security by other persons (such as their customers). No other records of the ownership and transfer of interests in the global security will be kept.

 

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When the depositary receives payment of principal or interest on the global security, the depositary is expected to credit its participants’ accounts in amounts that correspond to their respective beneficial interests in the global security. In turn, after the participants’ accounts are credited, the participants are expected to credit the accounts of the owners of beneficial interests in the global security in amounts that correspond to the owners’ beneficial interests in the global security.

The depositary and its participants establish policies and procedures that govern payments, transfers and other important matters that affect owners of beneficial interests in the global security. The depositary and its participants may change these policies and procedures from time to time. Türkiye has no responsibility or liability for the records of owners of beneficial interests in the global security. Also, Türkiye is not responsible for supervising or reviewing those records or payments. Türkiye has no responsibility or liability for any aspect of the relationship between the depositary and its participants or for any aspects of the relationship between participants and owners of beneficial interests in the global security.

Governing Law and Consent to Service

Türkiye is a foreign sovereign government. Consequently, it may be difficult for investors to obtain or realize upon judgments of courts of the United States against the Republic. The fiscal agency agreement and the debt securities will be governed by and interpreted in accordance with the laws of the State of New York, except with respect to the authorization and execution of the debt securities on behalf of Türkiye and any other matters required to be governed by the laws of Türkiye, which will be governed by the laws of Türkiye.

Türkiye will irrevocably waive, to the fullest extent permitted by law, any immunity, including foreign sovereign immunity, from jurisdiction to which it might otherwise be entitled in any action arising out of or based on the debt securities which may be instituted by the holder of any debt securities in each of the United States District Court for the Southern District of New York, the Supreme Court of the State of New York, New York County, and the respective appellate courts therefrom or (except as to venue) in any competent court in Türkiye. Türkiye will appoint the Treasury and Financial Counselor of the Republic of Türkiye, 821 United Nations Plaza, 4th Floor, New York, New York, 10017, as its authorized agent upon whom process may be served in any action arising out of or based on the debt securities which may be instituted in any state or federal court in the City or State of New York by the holder of any debt securities. Such appointment shall be irrevocable until all amounts in respect of the principal, premium, if any, and interest, if any, due or to become due on or in respect of all the debt securities issuable under the fiscal agency agreement have been paid by Türkiye to the fiscal agent, except that if for any reason the authorized agent ceases to be able to act as such authorized agent or no longer has an address in New York, Türkiye will appoint another person in New York as its authorized agent.

The Counselor for Treasury and Economic Affairs is not the agent for service for actions under the United States federal securities laws or state securities laws and Türkiye’s waiver of immunity does not extend to such actions. Because Türkiye has not waived its sovereign immunity in connection with any actions arising out of or based on United States federal or state securities laws, it will not be possible to obtain a United States judgment against Türkiye based on such laws unless a court were to determine that Türkiye is not entitled under the United States Foreign Sovereign Immunities Act of 1976, as amended, to sovereign immunity with respect to such actions.

Under the laws of Türkiye, assets of Türkiye are immune from attachment or other forms of execution, whether before or after judgment. The United States Foreign Sovereign Immunities Act of 1976, as amended, may also provide a means for limited execution upon any property of Türkiye that is related to the service and administration of the debt securities.

 

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Collective Action Securities Issued Prior to January 1, 2015

Türkiye may designate a particular series of debt securities to be “Collective Action Securities.” The following descriptions apply to any series of debt securities that has been designated Collective Action Securities and issued prior to January 1, 2015 (including any further issuances of such debt securities).

Acceleration of Maturity

If an event of default described under the heading “Debt Securities — Default” above occurs and is continuing with respect to any series of debt securities that have been designated Collective Action Securities, the holders of at least 25% of the aggregate principal amount of the outstanding debt securities of that series may, by notice to the fiscal agent, declare all the debt securities of that series to be due and payable immediately. Holders of less than 25% of the aggregate principal amount of the outstanding debt securities of that series may not, on their own, declare the debt securities of that series to be due and payable immediately. Holders of notes may exercise these rights only by providing a written demand to Türkiye at the office of the fiscal agent at a time when the event of default is continuing.

Upon any declaration of acceleration, the principal, interest and all other amounts payable on the debt securities of that series will be immediately due and payable on the date Türkiye receives written notice of the declaration, unless Türkiye has remedied the event or events of default prior to receiving the notice. The holders of 66 2/3% or more of the aggregate principal amount of the outstanding debt securities of that series may rescind a declaration of acceleration if the event or events of default giving rise to the declaration have been cured or waived.

Meetings

General. A meeting of holders of debt securities of any series may be called at any time:

 

•

to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided for in the fiscal agency agreement or the debt securities of that series; or

 

•

to modify, amend or supplement the terms of the debt securities of that series or the fiscal agency agreement.

Türkiye or the fiscal agent may at any time call a meeting of holders of debt securities of a series for any purpose described above. This meeting will be held at the time and place determined by the fiscal agent. If Türkiye or the holders of at least 10% in aggregate principal amount of the outstanding (as defined in the fiscal agency agreement) debt securities of a series request (in writing) the fiscal agent to call a meeting, the fiscal agent will call such a meeting.

For the purpose of this prospectus, “outstanding debt securities” does not include:

 

•

previously canceled debt securities;

 

•

debt securities called for redemption;

 

•

debt securities which have become due and payable and for which sufficient funds to pay amounts owed under these debt securities have been paid or provided for;

 

•

debt securities of a series, which have been substituted with another series of debt securities; and

 

•

for purposes of determining whether the required percentage of holders of debt securities is present at a meeting of holders for quorum purposes or has approved any amendment, modification or change to, or waiver of, the debt securities or the fiscal agency agreement, or whether the required percentage of holders has delivered a notice of acceleration, debt securities held directly by Türkiye or on its behalf. See “— Amendments and Waivers” below for additional qualifications to the definition of “outstanding debt securities” as it applies to any series of debt securities that has been designated Collective Action Securities.

 

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Notice. The notice of a meeting will set forth the time and place of the meeting and in general terms the action proposed to be taken at the meeting. This notice shall be given as provided in the terms of the debt securities. In addition, this notice shall be given between 30 and 60 days before the meeting date; however, in the case of any meeting to be reconvened after adjournment for lack of a quorum, this notice shall be given between 15 and 60 days before the meeting date.

Voting; Quorum. A person that holds outstanding debt securities of a series or is duly appointed to act as proxy for a holder of the debt securities of a series will be entitled to vote at a meeting of holders of the debt securities of that series. The presence at the meeting of persons entitled to vote a majority of the principal amount of the outstanding debt securities of a series shall constitute a quorum with respect to that series of debt securities.

At the reconvening of a meeting adjourned for a lack of a quorum, the presence of persons entitled to vote 25% in principal amount of the outstanding debt securities of a series shall constitute a quorum with respect to that series of debt securities for the taking of any action set forth in the notice of the original meeting.

Regulations. The fiscal agent may make reasonable and customary regulations as it deems advisable for any meeting with respect to:

 

•

the proof of the holding of debt securities of a series and of the appointment of proxies in respect of the holders of debt securities of a series;

 

•

the record date for determining the holders of debt securities of a series who are entitled to vote at such meeting;

 

•

the adjournment and chairmanship of such meeting;

 

•

the appointment and duties of inspectors of votes, certificates and other evidence of the right to vote; and

 

•

other matters concerning the conduct of the meeting that the fiscal agent deems appropriate.

Amendments and Waivers

Türkiye, the fiscal agent and the holders may generally modify or take actions with respect to the fiscal agency agreement or the terms of the debt securities of any series that have been designated Collective Action Securities with:

 

•

the affirmative vote of the holders of not less than 66 2/3% in aggregate principal amount of the outstanding debt securities of that series that are represented at a duly called and held meeting; or

 

•

the written consent of the holders of 66 2/3% in aggregate principal amount of the outstanding debt securities of that series.

However, the holders of not less than 75% in aggregate principal amount of the outstanding debt securities of that series, voting at a meeting or by written consent, must consent to any amendment, modification, change or waiver with respect to the debt securities of that series that would:

 

•

change the due date for the payment of the principal (or premium, if any) of, or any installment of interest on, the debt securities of that series;

 

•

reduce the principal amount of the debt securities of that series;

 

•

reduce the portion of the principal amount that is payable in the event of an acceleration of the maturity of the debt securities of that series;

 

•

reduce the interest rate of the debt securities of that series;

 

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•

reduce the premium payable upon redemption of the debt securities of that series;

 

•

change the currency in which any amount in respect of the debt securities of that series is payable or (i) with respect to U.S. dollar denominated issuances, exclude the Borough of Manhattan, the City of New York, as a required place at which payment with respect to interest, premium or principal is payable, or (ii) with respect to EUR denominated issuances, exclude the City of London, as a required place at which payment with respect to interest, premium or principal is payable;

 

•

shorten the period during which Türkiye is not permitted to redeem the debt securities of that series if, prior to such action, Türkiye is not permitted to do so;

 

•

change Türkiye’s obligation to pay any additional amounts under the debt securities of that series;

 

•

amend the definition of “outstanding” with respect to the debt securities of that series;

 

•

change the governing law provision of the debt securities of that series;

 

•

change Türkiye’s appointment of an agent for the service of process in the United States or Türkiye’s agreement not to claim and to waive irrevocably immunity (sovereign or otherwise) in respect of any suit, action or proceeding arising out of or relating to the fiscal agency agreement or to the debt securities of that series;

 

•

change the status of the debt securities of that series, as described under “Debt Securities — Status of the Debt Securities” in the prospectus;

 

•

in connection with an offer to acquire all or any portion of the debt securities of that series, amend any event of default under the debt securities of that series; or

 

•

reduce the proportion of the principal amount of the debt securities of that series that is required:

(i) to modify, amend or supplement the fiscal agency agreement or the terms and conditions of the debt securities of that series; or

(ii) make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action.

Türkiye refers to the above subjects as “reserved matters.” A change to a reserved matter, including the payment terms of any series of debt securities that have been designated Collective Action Securities, can be made without your consent, as long as a supermajority of the holders (that is, the holders of at least 75% in aggregate principal amount of the outstanding notes) agrees to the change.

If both Türkiye and the fiscal agent agree, they may, without the vote or consent of any holder of debt securities of a series, modify, amend or supplement the fiscal agency agreement or the debt securities of any series for the purpose of:

 

•

adding to the covenants of Türkiye for the benefit of the holders of the notes;

 

•

surrendering any right or power conferred upon Türkiye;

 

•

securing the debt securities of that series pursuant to the requirements of the debt securities or otherwise;

 

•

curing any ambiguity or curing, correcting or supplementing any defective provision contained in the fiscal agency agreement or in the debt securities of that series; or

 

•

amending the fiscal agency agreement or the debt securities of that series in any manner which Türkiye and the fiscal agent may determine and that is not inconsistent with and does not adversely affect the interest of any holder of debt securities of that series.

Any modification, amendment or supplement approved in the manner described in this section shall be binding on the holders of debt securities of such series.

 

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For purposes of determining whether the required percentage of holders of any series of debt securities that have been designated Collective Action Securities is present at a meeting of holders for quorum purposes or has approved any amendment, modification or change to, or waiver of, such debt securities or the fiscal agency agreement, or whether the required percentage of holders has delivered a notice of acceleration, debt securities owned, directly or indirectly, by or on behalf of Türkiye or any public sector instrumentality of Türkiye will be disregarded and deemed not to be “outstanding”, except that in determining whether the fiscal agent shall be protected in relying upon any amendment, modification, change or waiver, or any notice from holders, only debt securities that the fiscal agent knows to be so owned shall be so disregarded. As used in this paragraph, “public sector instrumentality” means the Central Bank of Türkiye, any department, ministry or agency of the federal government of Türkiye or any corporation, trust, financial institution or other entity owned or controlled by the federal government of Türkiye or any of the foregoing, and “control” means the power, directly or indirectly, through the ownership of voting securities or other ownership interests, to direct the management of or elect or appoint a majority of the board of directors or other persons performing similar functions in lieu of, or in addition to, the board of directors of a corporation, trust, financial institution or other entity.

Further Issues of Debt Securities of a Series

From time to time, without the consent of holders of the debt securities of any series that have been designated Collective Action Securities, and subject to the required approvals under Turkish law, Türkiye may create and issue additional debt securities with the same terms and conditions as those of the debt securities of that series (or the same except for the amount of the first interest payment and the issue price), provided that such additional debt securities are fungible with the existing notes of such series for purposes of U.S. federal income taxation (regardless of whether any holders of such debt securities are subject to the U.S. federal tax laws). Türkiye may also consolidate the additional debt securities to form a single series with the outstanding notes.

Collective Action Securities Issued On or After January 1, 2015

The following descriptions apply to any series of debt securities that has been designated Collective Action Securities and issued on or after January 1, 2015.

Acceleration of Maturity

If an event of default described under the heading “Debt Securities — Default” above occurs and is continuing with respect to any series of debt securities that have been designated Collective Action Securities, the holders of at least 25% of the aggregate principal amount of the outstanding debt securities of that series may, by notice to the fiscal agent, declare all the debt securities of that series to be due and payable immediately. Holders of less than 25% of the aggregate principal amount of the outstanding debt securities of that series may not, on their own, declare the debt securities of that series to be due and payable immediately. Holders of notes may exercise these rights only by providing a written demand to Türkiye at the office of the fiscal agent at a time when the event of default is continuing.

Upon any declaration of acceleration, the principal, interest and all other amounts payable on the debt securities of that series will be immediately due and payable on the date Türkiye receives written notice of the declaration, unless Türkiye has remedied the event or events of default prior to receiving the notice. The holders of 66 2/3% or more of the aggregate principal amount of the outstanding debt securities of that series may rescind a declaration of acceleration if the event or events of default giving rise to the declaration have been cured or waived.

Meetings, Amendments and Waivers

Türkiye may call a meeting of the holders of debt securities of a series at any time regarding the fiscal agency agreement or the debt securities of the series. Türkiye will determine the time and place of the meeting.

 

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Türkiye will notify the holders of the time, place and purpose of the meeting not less than 30 and not more than 60 days before the meeting.

In addition, Türkiye or the fiscal agent will call a meeting of holders of debt securities of a series if the holders of at least 10% in principal amount of all debt securities of the series then outstanding have delivered a written request to Türkiye or the fiscal agent (with a copy to Türkiye) setting out the purpose of the meeting. Within 10 days of receipt of such written request or copy thereof, Türkiye will notify the fiscal agent and the fiscal agent will notify the holders of the time, place and purpose of the meeting called by the holders, to take place not less than 30 and not more than 60 days after the date on which such notification is given.

Only holders and their proxies are entitled to vote at a meeting of holders. Türkiye will set the procedures governing the conduct of the meeting and if additional procedures are required, Türkiye will consult with the fiscal agent to establish such procedures as are customary in the market.

Modifications may also be approved by holders of debt securities of a series pursuant to written action with the consent of the requisite percentage of debt securities of such series. The fiscal agent will solicit the consent of the relevant holders to the modification not less than 10 and not more than 30 days before the expiration date for the receipt of such consents as specified by the fiscal agent.

The holders may generally approve any proposal by Türkiye to modify the fiscal agency agreement or the terms of the debt securities of a series with the affirmative vote (if approved at a meeting of the holders) or consent (if approved by written action) of holders of more than 50% of the outstanding principal amount of the debt securities of that series.

However, holders may approve, by vote or consent through one of three modification methods, any proposed modification by Türkiye that would do any of the following (such subjects referred to as “reserved matters”):

 

•

change the date on which any amount is payable on the debt securities;

 

•

reduce the principal amount (other than in accordance with the express terms of the debt securities and the fiscal agency agreement) of the debt securities;

 

•

reduce the interest rate on the debt securities;

 

•

change the method used to calculate any amount payable on the debt securities (other than in accordance with the express terms of the debt securities and the fiscal agency agreement);

 

•

change the currency or place of payment of any amount payable on the debt securities;

 

•

modify Türkiye’s obligation to make any payments on the debt securities (including any redemption price therefor);

 

•

change the identity of the obligor under the debt securities;

 

•

change the definition of “outstanding debt securities” or the percentage of affirmative votes or written consents, as the case may be, required to make a “reserved matter modification”;

 

•

change the definition of “uniformly applicable” or “reserved matter modification”;

 

•

authorize the fiscal agent, on behalf of all holders of the debt securities, to exchange or substitute all the debt securities for, or convert all the debt securities into, other obligations or securities of Türkiye or any other person; or

 

•

change the legal ranking, governing law, submission to jurisdiction or waiver of immunities provisions of the terms of the debt securities.

 

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A change to a reserved matter, including the payment terms of the debt securities, can be made without your consent, as long as the change is approved, pursuant to one of the three following modification methods, by vote or consent by:

 

•

the holders of more than 75% of the aggregate principal amount of the outstanding debt securities of a series affected by the proposed modification;

 

•

where such proposed modification would affect the outstanding debt securities of two or more series, the holders of more than 75% of the aggregate principal amount of the outstanding debt securities of all of the series affected by the proposed modification, taken in the aggregate, if certain “uniformly applicable” requirements are met; or

 

•

where such proposed modification would affect the outstanding debt securities of two or more series, the holders of more than 66 2/3% of the aggregate principal amount of the outstanding debt securities of all of the series affected by the proposed modification, taken in the aggregate, and the holders of more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the modification, taken individually.

“Uniformly applicable,” as referred to above, means a modification by which holders of debt securities of all series affected by that modification are invited to exchange, convert or substitute their debt securities on the same terms for (x) the same new instruments or other consideration or (y) new instruments or other consideration from an identical menu of instruments or other consideration. It is understood that a modification will not be considered to be uniformly applicable if each exchanging, converting or substituting holder of debt securities of any series affected by that modification is not offered the same amount of consideration per amount of principal, the same amount of consideration per amount of interest accrued but unpaid and the same amount of consideration per amount of past due interest, respectively, as that offered to each other exchanging, converting or substituting holder of debt securities of any series affected by that modification (or, where a menu of instruments or other consideration is offered, each exchanging, converting or substituting holder of debt securities of any series affected by that modification is not offered the same amount of consideration per amount of principal, the same amount of consideration per amount of interest accrued but unpaid and the same amount of consideration per amount of past due interest, respectively, as that offered to each other exchanging, converting or substituting holder of debt securities of any series affected by that modification electing the same option under such menu of instruments).

Türkiye may select, in its discretion, any modification method for a reserved matter modification in accordance with the fiscal agency agreement and to designate which series of debt securities will be included for approval in the aggregate of modifications affecting two or more series of debt securities. Any selection of a modification method or designation of series to be included will be final for the purpose of that vote or consent solicitation.

Before soliciting any consent or vote of any holder of debt securities for any change to a reserved matter, Türkiye will provide the following information to the fiscal agent for distribution to the holders of debt securities of any series that would be affected by the proposed modification:

 

•

a description of Türkiye’s economic and financial circumstances that are in Türkiye’s opinion relevant to the request for the proposed modification, a description of Türkiye’s existing debts and description of its broad policy reform program and provisional macroeconomic outlook;

 

•

if Türkiye shall at the time have entered into an arrangement for financial assistance with multilateral and/or other major creditors or creditor groups and/or an agreement with any such creditors regarding debt relief, (x) a description of any such arrangement or agreement and (y) where permitted under the information disclosure policies of the multilateral or other creditors, as applicable, a copy of the arrangement or agreement;

 

•

a description of Türkiye’s proposed treatment of external debt instruments that are not affected by the proposed modification and its intentions with respect to any other major creditor groups; and

 

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•

if Türkiye is then seeking any reserved matter modification affecting any other series of debt securities, a description of that proposed modification.

For purposes of determining whether the required percentage of holders of the debt securities of a series has approved any amendment, modification or change to, or waiver of, the debt securities or the fiscal agency agreement, or whether the required percentage of holders has delivered a notice of acceleration of the debt securities of that series, debt securities held by Türkiye or any public sector instrumentality of Türkiye or by a corporation, trust or other legal entity that is controlled by Türkiye or a public sector instrumentality will be disregarded and deemed not to be outstanding and may not be counted in a vote or consent solicitation for or against a proposed modification, if on the record date for the proposed modification or other action or instruction hereunder, the debt security is held by Türkiye or by a public sector instrumentality, or by a corporation, trust or other legal entity that is controlled by Türkiye or a public sector instrumentality, except that (x) debt securities held by Türkiye or any public sector instrumentality of Türkiye or by a corporation, trust or other legal entity that is controlled by Türkiye or a public Türkiye instrumentality which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the fiscal agent the pledgee’s right so to act with respect to such debt securities and that the pledgee is not Türkiye or a public sector instrumentality, and in case of a dispute concerning such right, the advice of counsel shall be full protection in respect of any decision made by the fiscal agent in accordance with such advice and any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters or information which is in the possession of the fiscal agent, upon the certificate, statement or opinion of or representations by the fiscal agent; and (y) in determining whether the fiscal agent will be protected in relying upon any such action or instructions hereunder, or any notice from holders, only debt securities that a responsible officer of the fiscal agent knows to be so owned or controlled will be so disregarded. Debt securities so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the fiscal agent the pledgee’s right so to act with respect to such debt securities and that the pledgee is not Türkiye or a public sector instrumentality.

As used in the preceding paragraph, “public sector instrumentality” means any department, secretary, ministry or agency of Türkiye, and “control” means the power, directly or indirectly, through the ownership of voting securities or other ownership interests, by contract or otherwise, to direct the management of or elect or appoint a majority of the board of directors or other persons performing similar functions in lieu of, or in addition to, the board of directors of that legal entity.

Other Amendments

Türkiye and the Fiscal Agent may, without the vote or consent of any holder of debt securities of a series, amend the Fiscal Agency Agreement or the debt securities of the series for the purpose of:

 

•

adding to Türkiye’s covenants for the benefit of the holders;

 

•

surrendering any of Türkiye’s rights or powers with respect to the debt securities of that series;

 

•

securing the debt securities of that series;

 

•

curing any ambiguity or curing, correcting or supplementing any defective provision in the debt securities of that series or the Fiscal Agency Agreement;

 

•

amending the debt securities of that series or the Fiscal Agency Agreement in any manner that Türkiye may determine and that does not materially adversely affect the interests of any holders of the debt securities of that series; or

 

•

correcting, in the opinion of Türkiye, a manifest error of a formal, minor or technical nature.

 

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Further Issues of Debt Securities of a Series

From time to time, without the consent of holders of the debt securities of any series that have been designated Collective Action Securities, and subject to the required approvals under Turkish law, Türkiye may create and issue additional debt securities with the same terms and conditions as those of the debt securities of that series (or the same except for the amount of the first interest payment and the issue price), provided that such additional debt securities are fungible with the existing notes of such series for purposes of U.S. federal income taxation (regardless of whether any holders of such debt securities are subject to the U.S. federal tax laws). Türkiye may also consolidate the additional debt securities to form a single series with the outstanding notes.

 

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PLAN OF DISTRIBUTION

Türkiye may sell any combination of the debt securities in any of three ways:

 

•

through underwriters or dealers;

 

•

directly to one or more purchasers; or

 

•

through agents.

Each prospectus supplement will set forth:

 

•

the name or names of any underwriters or agents;

 

•

the purchase price of the securities of that series;

 

•

the net proceeds to Türkiye from the sale of the securities;

 

•

any underwriting discounts, agent commissions or other items constituting underwriters’ or agents’ compensation;

 

•

any initial public offering price;

 

•

any discounts or concessions allowed or reallowed or paid to dealers; and

 

•

any securities exchanges on which the securities may be listed.

The securities may be sold from time to time in distinct series by different means at different prices that are negotiated and fixed or that vary based on market prices.

Underwriters used in the sale of securities will distribute the securities on a firm commitment basis. In this case, the underwriters will acquire the securities for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale. Türkiye may offer the securities to the public either through underwriting syndicates represented by managing underwriters or directly by underwriters.

Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all such securities if any are purchased. The underwriters may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

Türkiye may also sell securities of any series directly to the public or through agents designated by Türkiye from time to time. Unless otherwise specified in the applicable prospectus supplement, an agent used in the sale of securities will sell the securities on a reasonable best efforts basis for the period of its appointment.

In compliance with Financial Industry Regulatory Authority guidelines, the maximum compensation to any underwriters or agents in connection with the sale of any securities pursuant to this prospectus and any applicable prospectus supplement will not exceed 8% of the aggregate total offering price to the public of such securities as set forth on the cover page of the applicable prospectus supplement; however, it is anticipated that the maximum compensation paid will be significantly less than 8%.

Türkiye may authorize agents, underwriters or dealers to solicit offers by certain specified entities to purchase the securities from Türkiye under “delayed delivery” contracts. Purchasers of securities under delayed delivery contracts will pay the public offering price plus accrued interest, if any, and will take delivery of the securities on a date or dates stated in the applicable prospectus supplement. Delayed delivery contracts will be subject only to those conditions set forth in the applicable prospectus supplement. The applicable prospectus supplement will set forth the commission payable for solicitation of these delayed delivery contracts.

 

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Türkiye may agree to indemnify agents and underwriters against certain liabilities, including liabilities under the United States Securities Act of 1933, as amended, or to contribute to payments which the agents or underwriters may be required to make in respect of any of these liabilities. Agents and underwriters may engage in transactions with or perform services for Türkiye in the ordinary course of business.

Unless otherwise specified in the applicable prospectus supplement, Türkiye will not register under the Securities Act the securities that it will offer and sell outside the United States. Thus, subject to certain exceptions, Türkiye cannot offer, sell or deliver those securities within the United States or to U.S. persons. When Türkiye offers or sells securities outside the United States, each underwriter or dealer involved in the sale of the securities will acknowledge that the securities:

 

•

have not been and will not be registered under the Securities Act; and

 

•

may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Each of these underwriters or dealers will agree:

 

•

that it has not offered or sold, and will not offer or sell, any of these securities within the United States except in accordance with Rule 903 of Regulation S under the Securities Act; and

 

•

that neither such underwriter or dealer nor its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to these securities.

DEBT RECORD

Türkiye has not defaulted on any principal or interest of any external debt represented by bonds issued in public international markets since it began issuing such bonds in 1988.

VALIDITY OF THE SECURITIES

The validity of the debt securities will be passed upon for Türkiye by the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye. Certain legal matters of United States law will be passed upon for Türkiye by Arnold & Porter Kaye Scholer LLP, United States counsel to Türkiye, and for the underwriters, if any, by United States counsel and Turkish counsel to the underwriters named in the applicable prospectus supplement.

As to all matters of Turkish law, Arnold & Porter Kaye Scholer LLP may rely on the opinion of the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye. As to all matters of United States law, the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye may rely on the opinion of Arnold & Porter Kaye Scholer LLP. Certain statements with respect to matters of Turkish law in this prospectus have been passed upon by the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye and are made upon his or her authority.

OFFICIAL STATEMENTS

The information set forth herein and in the documents incorporated by reference has been reviewed by the Director General, Ministry of Treasury and Finance, the Republic of Türkiye, in his official capacity, and is included herein on his authority. Information included herein or therein which is identified as being taken or derived from a publication of Türkiye or an agency, instrumentality or state economic enterprise of Türkiye is included on the authority of such publication as a public official document of Türkiye.

 

20

AUTHORIZED AGENT

The authorized agent of Türkiye in the United States of America is the Treasury and Financial Attaché of the Republic of Türkiye, whose address is: Turkish Consulate General, Office of the Attaché for Treasury and Financial Affairs, 821 First Avenue, 4th Floor, New York, N.Y. 10017.

PRINCIPAL OFFICE OF THE REPUBLIC

Ministry of Treasury and Finance

Devlet Mahallesi, Dikmen

Caddesi, No: 12

06420 Çankaya

Ankara Türkiye

FISCAL AGENT, PAYING AGENT, TRANSFER AGENT, EXCHANGE AGENT (WITH RESPECT

TO CITIBANK, N.A., LONDON BRANCH) AND REGISTRAR

 

For USD Denominated Issuances		For EUR Denominated Issuances
The Bank of New York Mellon		Citibank, N.A., London Branch
101 Barclay Street, Floor 7 East		Citigroup Centre
New York, New York 10286		Canada Square
U.S.A.		Canary Wharf, London
		E14 5LB

LEGAL ADVISERS TO THE REPUBLIC

 

As to United States Law		As to Turkish Law
Arnold & Porter Kaye Scholer LLP		Chief Legal Advisor and Director General
250 West 55th Street		of Trials to Ministry of Treasury and Finance
New York, New York 10019		Devlet Mahallesi, Dikmen Caddesi, No: 12
U.S.A.		06420 Çankaya
		Ankara Türkiye

 

21

PART II

EXPENSES

The following is an estimate of the fees and expenses, other than underwriting discounts and commissions, but including fees and expenses that are borne or reimbursed to the Registrant by the underwriters, in connection with the issuance and distribution of the debt securities that are the subject of this Registration Statement:

 

Securities and Exchange Commission filing fee		$	1,750,661.20	**
Costs of printing and preparing Registration Statement, Prospectus and other documents		$	200,000	*
Fiscal agent fees and expenses		$	80,000	*
Legal fees and expenses		$	400,000	*
Rating Agencies’ Fees		$	80,000	*
Miscellaneous		$	40,000	*
Total		$	2,550,661.20

 

*	Estimated.

**

The $1,750,661.20 paid by the Registrant with this Registration Statement relates to debt securities having an aggregate principal amount of $11,860,848,250.00 or the equivalent thereof in one or more other currencies or currency units, being registered hereby. The registration fee with respect to the Registrant’s $1,830,766,102.00 aggregate principal amount of debt securities registered under Registration Statement No. 333-236683 filed on February 27, 2020 was paid at the time such Registration Statement was filed.

 

II-1

AGREEMENT TO PROVIDE LEGAL OPINIONS

The Registrant hereby agrees to furnish copies of the legal opinions of the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, as required in connection with any issue of securities under this Registration Statement in post-effective amendments to this Registration Statement or in any report filed under the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this Registration Statement.

UNDERTAKINGS

The Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the Registrant shall not be required to file a post-effective amendment, otherwise required by clause (i) or clause (ii) above, if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities covered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(e) That, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report on Form 18-K or amendments thereto under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered thereby and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-2

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of:

 

1.	Facing Sheet.

 

2.	Part I, consisting of the Prospectus.

 

3.	Part II, consisting of pages numbered II-1 through II-5.

 

4.	The following Exhibits:

 

(1)	Form of Underwriting Agreement. *

 

(2)	Form of Fiscal Agency Agreement, as it may be amended from time to time, by and between the Registrant and The Bank of New York Mellon, including the form of debt securities.*

 

(3)	Form of Fiscal Agency Agreement, as it may be amended from time to time, by and between the Registrant and Citibank, N.A., London Branch, including the form of debt securities.*

 

(4)	Opinion of the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye, as to the legality of the Securities. ***

 

(5)	Consent of the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye (included as part of Exhibit 4). ***

 

(6)	Opinion of Arnold & Porter Kaye Scholer LLP as to the legality of the Securities. **

 

(7)	Consent of Arnold & Porter Kaye Scholer LLP (included as part of Exhibit 6). **

 

(8)	Consent of the Director General, Ministry of Treasury and Finance, The Republic of Türkiye. **

 

*

Previously filed and is incorporated by reference herein and made a part of this Registration Statement. The fiscal agency agreements were filed as part of Amendment No. 2 to Türkiye’s Annual Report on Form 18 K/A for the fiscal year ended December 31, 2013, as amended by Amendments No. 1 to the Fiscal Agency Agreements, each filed as part of Amendment No. 4 to Türkiye’s Annual Report on Form 18 K for the fiscal year ended December 31, 2015. The underwriting agreement was filed as part of Amendment No. 5 to Türkiye’s Annual Report on Form 18 K/A for the fiscal year ended December 31, 2021.

**	Previously filed.

***	This Exhibit No. 4 is being re-filed to correct a typographical error that appeared in the original filing.

 

II-3

EXHIBIT INDEX

 

Exhibit No.
(1)		Form of Underwriting Agreement. *
(2)		Form of Fiscal Agency Agreement, as it may be amended from time to time, by and between the Registrant and The Bank of New York Mellon, including the form of debt securities.*
(3)		Form of Fiscal Agency Agreement, as it may be amended from time to time, by and between the Registrant and Citibank, N.A., London Branch, including the form of debt securities.*
(4)		Opinion of the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, The Republic of Türkiye, as to the legality of the Securities.***
(5)		Consent of the Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye (included as part of Exhibit 4). ***
(6)		Opinion of Arnold & Porter Kaye Scholer LLP as to the legality of the Securities.**
(7)		Consent of Arnold & Porter Kaye Scholer LLP (included as part of Exhibit 6).**
(8)		Consent of the Director General, Ministry of Treasury and Finance, The Republic of Türkiye.**

 

*

Previously filed and is incorporated by reference herein and made a part of this Registration Statement. The fiscal agency agreements were filed as part of Amendment No. 2 to Türkiye’s Annual Report on Form 18 K/A for the fiscal year ended December 31, 2013, as amended by Amendments No. 1 to the Fiscal Agency Agreements, each filed as part of Amendment No. 4 to Türkiye’s Annual Report on Form 18 K for the fiscal year ended December 31, 2015. The underwriting agreement was filed as part of Amendment No. 5 to Türkiye’s Annual Report on Form 18 K/A for the fiscal year ended December 31, 2021.

**	Previously filed.

***	This Exhibit No. 4 is being re-filed to correct a typographical error that appeared in the original filing.

 

II-4

SIGNATURE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, who is duly authorized to execute the foregoing in his official capacity as Director General, Ministry of Treasury and Finance of the Republic of Türkiye, in the City of İstanbul, Republic of Türkiye on the 29th day of March, 2024.

 

THE REPUBLIC OF TÜRKIYE
By:		/s/ Yiğit Korkmaz YAŞAR
		Yiğit Korkmaz YAŞAR Director General, Ministry of Treasury and Finance

 

II-5

SIGNATURE OF AUTHORIZED AGENT IN

THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, who is duly authorized to execute the foregoing in the official capacity as the Treasury and Financial Attaché of the Republic of Türkiye in New York, NY, United States, on the 29th day of March, 2024.

 

THE REPUBLIC OF TÜRKIYE
By:		/s/ Gözde ÇİZMECİ GÜL
		Gözde ÇİZMECİ GÜL Treasury and Financial Attaché

 

II-6