SEC Comment Letter for PERU REPUBLIC OF (CIK 0000077694) — Apr 14, 2020
PERU REPUBLIC OF (CIK 0000077694)
Date: April 14, 2020 · CIK: 0000077694 · Accession: 0000000000-20-003207
AI Filing Summary & Sentiment
File numbers found in text: 001-02512, 333-237609
Letter
April 13, 2020 Via E -mail Ambassador Hugo de Zela Martinez Embassy of Peru 1700 Massachusetts Avenue NW Washington, DC 20036 Form 18 -K for Fiscal Year Ended December 31, 2018 Filed June 11, 2019, as amended November 14, 2019 and April 9, 2020 File No. 001-02512
Re: Republic of Peru Registration Statement under Schedule B Filed April 8, 2020 File No. 333-237609
Dear Mr. Martinez:
We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your documents and providing the requested information . If you d o not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment s to your docum ents and the information you provide in response to these comm ents, we may have additional comments.
Registration Stateme nt under Schedule B
Description of the Securities
Debt Securities, page 2
1. We note your disclosure that, “ Whenever Peru issues a series of debt securities, it will attached [sic] the indenture pursuant to which the securities are issued as an exhibit to the registration statement of which this prospectus forms a part .” Please revise to clarify whether the indenture will be attached to the prospectus or Schedule B at the time of the issuance of a series.
Ambassador Hugo de Zela Martinez Republic of Peru April 13, 2020 Page 2
2. Please remove the disclaimer that, “ You should read the indenture, the prospectus supplement and the forms of debt securities before making your investment decision ” or advise.
Where You Can Find More Information, page 30
3. We note that registration statement incorporates by reference any amendment on Form 18-K/A filed after the “date of this prospectus .” We also note that a Form 18 -K/A was filed on April 9, 2020 and is not specifically incorporated by reference. Please ame nd your registration statement to specifically incorporate by refer ence the latest Form 18 - K/A and any subsequent reports that are filed after your initial registration statement and prior to effectiveness.
Exhibit E to Form 18 -K/A Filed April 9, 2020
General
4. We note your disclosure in the Risk Factors and Recent Development sections regarding COVID 19 and Peru’s response to it. In the related risk factor, the disclosure states that the government cannot predict the impact that COVID 19 may have on the various sectors of the economy. To the extent possible, considering the potential effects of COVID 19 on Peru’s economic, political, health and other conditions, please discuss the material impact COVID 19 may have on Peru in both the near and long term.
We remind you that you are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adeq uate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Thomas Kluck, Special Counsel, at (202) 551-3233 or Michael Coco, Chief, at (202) 551 -3253 with any questions.
Sincerely,
/s/ Michael Coco
Show Raw Text
April 13, 2020
Via E -mail
Ambassador Hugo de Zela Martinez
Embassy of Peru
1700 Massachusetts Avenue NW
Washington, DC 20036
Re: Republic of Peru
Registration Statement under Schedule B
Filed April 8, 2020
File No. 333-237609
Form 18 -K for Fiscal Year Ended December 31, 2018
Filed June 11, 2019, as amended November 14, 2019 and April 9, 2020
File No. 001-02512
Dear Mr. Martinez:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your documents and providing the requested
information . If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment s to your docum ents and the information you provide in
response to these comm ents, we may have additional comments.
Registration Stateme nt under Schedule B
Description of the Securities
Debt Securities, page 2
1. We note your disclosure that, “ Whenever Peru issues a series of debt securities, it will
attached [sic] the indenture pursuant to which the securities are issued as an exhibit to the
registration statement of which this prospectus forms a part .” Please revise to clarify
whether the indenture will be attached to the prospectus or Schedule B at the time of the
issuance of a series.
Ambassador Hugo de Zela Martinez
Republic of Peru
April 13, 2020
Page 2
2. Please remove the disclaimer that, “ You should read the indenture, the prospectus
supplement and the forms of debt securities before making your investment decision ” or
advise.
Where You Can Find More Information, page 30
3. We note that registration statement incorporates by reference any amendment on Form
18-K/A filed after the “date of this prospectus .” We also note that a Form 18 -K/A was
filed on April 9, 2020 and is not specifically incorporated by reference. Please ame nd
your registration statement to specifically incorporate by refer ence the latest Form 18 -
K/A and any subsequent reports that are filed after your initial registration statement and
prior to effectiveness.
Exhibit E to Form 18 -K/A Filed April 9, 2020
General
4. We note your disclosure in the Risk Factors and Recent Development sections regarding
COVID 19 and Peru’s response to it. In the related risk factor, the disclosure states that
the government cannot predict the impact that COVID 19 may have on the various
sectors of the economy. To the extent possible, considering the potential effects of
COVID 19 on Peru’s economic, political, health and other conditions, please discuss the
material impact COVID 19 may have on Peru in both the near and long term.
We remind you that you are responsible for the accuracy and adequacy of the disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adeq uate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Thomas Kluck, Special Counsel, at (202) 551-3233 or Michael Coco,
Chief, at (202) 551 -3253 with any questions.
Sincerely,
/s/ Michael Coco
Division of Corporation Finance
Office of International Corporate
Finance
cc: Jaime Mercado
Simpson Thacher & Bartlett LLP