As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/18/20  Italy Republic Of                 FWP        11/17/20    1:46K  Italy Republic Of                 Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Final Term Sheet                                    HTML     33K 

 

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$ 3,000,000,000 principal amount of 1.250% Notes due 2026 (the “Notes”).

 

Maturity Date:

February 17, 2026.

 

Spread to Treasury:

93.55 bps

 

Treasury Yield:

1.322%.

 

Benchmark Treasury:

UST 0.250% due October 2025.

 

Redemption Basis:

At par.

 

Initial Price to Public:

99.638% of the principal amount of the Notes.

 

Purchase Price by the Underwriters:

99.513% of the principal amount of the Notes.

 

Underwriting Commission:

0.125% of the principal amount of the Notes.

 

Interest Rate:

The Notes will bear interest from November 24, 2020 at the rate of 1.250% per annum, payable on February 17, 2021 and thereafter semi-annually in arrears.

 

There will be a short first coupon in respect of the period from (and including) November 24, 2020 to (but excluding) February 17, 2021.

 

Interest Payment Dates:

February 17 and August 17 of each year commencing February 17, 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 February 3 and August 3 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).

 

 

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 November 24, 2020 (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 November 24, 2020.

 

Stabilization

In connection with the offering, Goldman Sachs Bank Europe SE or any person acting for Goldman Sachs Bank 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 Goldman Sachs Bank 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.

 

 

www.sec.gov. Alternatively, copies of the prospectus may be obtained from Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom, telephone +1-888-603-5847 or by emailing barclaysprospectus@broadridge.com, BofA Securities Europe SA, 51 rue la Boétie, 75008 Paris, France, telephone +33(0) 1 8770 0000 or by emailing dcm_eea@bofa.com, or Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany, telephone +49 (0)69 7532 1000 or by emailing ficc-ldn-nidesk@ny.email.gs.com.

 

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