As filed with the Securities and Exchange Commission on September 27, 2016
Registration No. 333-206207
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 3
TO
REGISTRATION STATEMENT
UNDER SCHEDULE B
OF
THE SECURITIES ACT OF 1933
Corporación Andina de Fomento
(Name of Registrant)
Name and Address of Authorized Agent in the United States:
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Copies to:
| Robert S. Risoleo, Esq. Paul J. McElroy, Esq. Sullivan & Cromwell LLP 1700 New York Avenue, N.W. Washington, D.C. 20006 United States of America |
Hugo Sarmiento Kohlenberger Chief Financial Officer Corporación Andina de Fomento Torre CAF Avenida Luis Roche, Altamira Caracas, Venezuela |
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
The securities being registered pursuant to this Registration Statement 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, as amended.
This Post-Effective Amendment No. 3 to the Registration Statement is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933. This Post-Effective Amendment No. 3 to the Registration Statement shall act as a post-effective amendment to File No. 333-189174, which shall become effective concurrently with the effectiveness of this Post-Effective Amendment No. 3 to the Registration Statement.
PART II
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement (Registration No. 333-206207) under Schedule B of the Securities Act of 1933 (the “Securities Act”) is filed pursuant to Rule 462(d) under the Securities Act solely to add exhibits to the Registration Statement.
EXHIBITS
| Exhibit No. |
Description | |
| 5.4 | Opinion of Ricardo Sigwald, General Counsel to CAF, with respect to legality | |
| 5.5 | Opinion of Sullivan & Cromwell LLP, United States counsel to CAF, with respect to legality | |
| 23.4 | Consent of General Counsel to CAF (included as part of Exhibit 5.4) | |
| 23.5 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.5) | |
II-1
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Corporación Andina de Fomento, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Caracas, Venezuela, on the 27th day of September, 2016.
| CORPORACIÓN ANDINA DE FOMENTO | ||
| By: | /s/ Luis Enrique Berrizbeitia | |
| Name: Luis Enrique Berrizbeitia | ||
| Title: Acting Executive President | ||
II-2
SIGNATURE OF AUTHORIZED AGENT IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, appearing below is the signature of Corporación Andina de Fomento’s authorized agent in the United States, thereunto duly authorized, in Newark, Delaware, on the 27th day of September, 2016.
| PUGLISI & ASSOCIATES | ||
| By: | /s/ Donald J. Puglisi | |
| Name: Donald J. Puglisi | ||
| Title: Managing Director | ||
II-3
[Letterhead of Corporación Andina de Fomento]
Exhibit 5.4
Caracas, September 27, 2016
Dear Sirs:
In my capacity as General Counsel to Corporación Andina de Fomento (“CAF”), I am familiar with provisions of the treaty of February 7, 1968 establishing CAF (as amended, the “Constitutive Agreement”) and have examined copies of such documents as I have deemed necessary with respect to the entry into force of the Constitutive Agreement.
This opinion is rendered in connection with the issuance and delivery, on the date hereof, of $1,000,000,000 aggregate principal amount of CAF’s 2.125% Notes due 2021 (the “Notes”). CAF filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2015, its registration statement under Schedule B (File No. 333-206207) of the Securities Act of 1933 (the “Registration Statement”), as amended by Post-effective Amendment No. 1 to the Registration Statement filed with the Commission on April 27, 2016 and Post-effective Amendment No. 2 to the Registration Statement filed with the Commission on May 10, 2016, relating to the proposed offer and sale from time to time of up to an aggregate initial offering price of $3,000,000,000 of its guarantees or its debt securities, including the Notes (of which $500,000,000 were previously registered on the registration statement under Schedule B (File No. 333-189174) originally filed with the Commission on June 7, 2013). The Notes are being issued under the Fiscal Agency Agreement, dated as of March 17, 1998 (the “Fiscal Agency Agreement”), between CAF and The Bank of New York Mellon, as Fiscal Agent, relating to the issue from time to time of CAF’s debt securities, including the Notes.
I have reviewed and am familiar with:
| i. | The provisions of the Fiscal Agency Agreement; |
| ii. | The forms of the Notes; and |
| iii. | The proceedings taken by CAF to authorize the issue and sale of the Notes and the taking of such other action necessary or appropriate therefor. |
I have reviewed copies of such other documents and have made such investigations as I have deemed necessary to give this opinion.
Based on the foregoing, I am of the opinion that: (i) the Constitutive Agreement has been duly executed and ratified by all of the signatory countries, all amendments thereto have been duly adopted and are in full force and effect, and the Constitutive Agreement constitutes a legally binding obligation of each signatory country under public international law; (ii) CAF has full power and authority under the Constitutive Agreement to execute and deliver the Notes, to incur the obligations to be incurred by it as provided therein, and to perform and observe the provisions thereof; and (iii) the execution, delivery and performance by CAF of the Notes are in compliance with the Constitutive Agreement and have been duly authorized by all necessary action on its part, and no constitutional, legislative, executive, administrative or other governmental action on the part of any signatory country is necessary in order to duly authorize the execution, delivery and performance by CAF of the Notes.
The opinions set forth above are limited to matters of public international law and the Constitutive Agreement.
I have assumed for the purpose of these opinions (except with respect to matters of which I have personal knowledge): (a) that each of the documents I examined in rendering these opinions and all other documents to be executed and delivered in connection with the issuance of the Notes (other than by CAF) have been duly authorized, executed and delivered by the appropriate party or parties thereto (other than CAF) and that each such party (other than CAF) has all the necessary power, authority and legal right to enter into such documents to which it is a party and to perform its obligations under each of the documents to which it is a party; (b) the authenticity of all documents examined by me (and the completeness and conformity to the originals of any copies thereof submitted to me) and the genuineness of all signatures; and (c) the accuracy as to factual matters of each document I have reviewed.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
[Signature Page Follows]
| Very truly yours, |
| /s/ Ricardo Sigwald |
| Ricardo Sigwald |
| General Counsel to |
| Corporación Andina de Fomento |
[Signature Page to General Counsel Opinion]
[Letterhead of Sullivan & Cromwell LLP]
Exhibit 5.5
September 27, 2016
Corporación Andina de Fomento,
Torre CAF,
Avenida Luis Roche, Altamira,
Caracas, Venezuela.
Ladies and Gentlemen:
We are acting as counsel to Corporación Andina de Fomento (“CAF”), in connection with the issuance and delivery, on the date hereof, of $1,000,000,000 aggregate principal amount of CAF’s 2.125% Notes due 2021 (the “Notes”). CAF filed with the Securities and Exchange Commission on August 7, 2015, its registration statement under Schedule B (File No. 333-206207) of the Securities Act of 1933 (the “Registration Statement”), as amended by Post-effective Amendment No. 1 to the Registration Statement filed with the Commission on April 27, 2016 and Post-effective Amendment No. 2 to the Registration Statement filed with the Commission on May 10, 2016, relating to the proposed offer and sale from time to time of up to an aggregate initial offering price of $3,000,000,000 of its guarantees or its debt securities, including the Notes (of which $500,000,000 were previously registered on the registration statement under Schedule B (File No. 333-189174) originally filed with the Commission on June 7, 2013). The Notes are being issued under the Fiscal Agency Agreement, dated as of March 17, 1998 (the “Fiscal Agency Agreement”), between CAF and The Bank of New York Mellon, as fiscal agent (the “Fiscal Agent”), relating to the issue from time to time of CAF’s debt securities, including the Notes.
In rendering this opinion, we have examined the following documents:
| 1. | The Fiscal Agency Agreement. |
| 2. | Certificates of officers of CAF with respect to the authorization of the Notes, the determination of the terms of the Notes and related matters. |
| 3. | Specimens of the Notes. |
| Corporación Andina de Fomento | -2- |
We also have examined such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Notes constitute valid and legally binding obligations of CAF, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding CAF or the Notes or their offering and sale.
We have relied as to certain matters on information obtained from public officials, officers of CAF and other sources believed by us to be responsible, and we have assumed, without independent verification, that: (i) the treaty of February 7, 1968 establishing CAF (as amended, the “Constitutive Agreement”) has been duly executed and ratified by all of the signatory countries, all amendments thereto have been duly adopted and are in full force and effect, and the Constitutive Agreement constitutes a legally binding obligation of the signatory countries under public international law; (ii) CAF has full power and authority under the Constitutive Agreement to execute and deliver the Notes, to incur the obligations to be incurred by it as provided therein, and to perform and observe the provisions thereof; (iii) the execution, delivery and performance by CAF of the Notes are in compliance with the Constitutive Agreement and have been duly authorized by all necessary action on its part, and no constitutional, legislative, executive, administrative or other governmental action on the part of any signatory country is necessary in order to duly authorize the execution, delivery and performance by CAF of the Notes; (iv) the Fiscal Agency Agreement has been duly authorized, executed and delivered by each of CAF and the Fiscal Agent; (v) the Notes conform to the specimens thereof examined by us; (vi) the Fiscal Agent’s certificates of authentication of the Notes have been manually signed by one of the Fiscal Agent’s authorized officers; (vii) the Notes have been delivered against payment as contemplated in the Registration Statement; and (viii) the signatures on all documents examined by us are genuine.
| Corporación Andina de Fomento | -3- |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell LLP