SEC Division of Corporation Finance no-action letter: Council of Europe Development Bank — SEC — US

SULLIVAN & CROMWELL LLP A LIMITED LIABILITY PARTNERSHIP AVOCATS AU BARREAU DE PARIS 24-,~~§~ TELEPHONE: +33 (0) I 73041000 FACSIMILE: +33 (0) I 730410 10 75008 q>~-, f#')t.(MUX WWW.SlJU..CROM.COM FRANKFURT' LONDON LOS ANGELES' NEW YORK' PALO ALTO' WASHINGTON, D.C. BEUING • HONG KONG' TOKYO MELBOURNE' SYDNEY April 22, 20 I0 Office of International Corporate Finance, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street N.E., Washington, D. C. 20549, United States of America. Attention: Mr. Michael Coco, Office of International Corporate Finance Re: Council of Europe Development Bank Dear Mr. Coco:
Weare writing on behalf of Council of Europe Development Bank ("the CEB" or "the Registrant") to request an interpretative letter that would facilitate the process by which the CEB conducts public offerings of its debt securities in the United States. Release No. 33-6424 (dated September 2, 1982) (the "Release") defines "seasoned" issuers as those that have registered their securities under the Securities Act of 1933, as amended (the "Securities Act"), within five years and have not defaulted on any principal or interest. The Registrant is a "seasoned" issuer, having offered and sold its securities within the last five years pursuant to a registration statement on Schedule B (No. 333-164460) (the "Initial Registration Statement"). The Registrant proposes to (i) voluntarily file with the Securities and Exchange Commission (the "Commission") annual reports on Form 18-K (the "Form 18 K") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) amend such annual reports from time to time by filing Form 18-KJAs under the Exchange Act, and (iii) incorporate such filings into its Schedule B registration statements, PARIS: 151501.3 Sullivan & Cromwell LLP est enroglstr9 en t.nt que IImlied liability part"""'hlp de droll de l'Etat de New York. Des Inform.tions complement.lres sont dlsponlbles sur dem.nde ou sur Ie slle www.sullcrom.com.

Mr. Michael Coco,
Securities and Exchange Commission -2 including shelf registration statements (each, a "Shelf Registration Statement"), for the purpose of complying with the disclosure requirements under the Securities Act. We believe that the disclosure procedure described below would facilitate the process by which the CEB conducts public offerings of its debt securities in the United States and is in accordance with previous interpretive letters issued by the staff of the Division of Corporate Finance to other issuers filing registration statements on Schedule B, including the letters issued to the Commonwealth of Australia (available January II, 2010), New South Wales Treasury Corporation and The Crown in Right of New South Wales (available September 15,2009); Republic of Hungary (available September 27, 2007); Oesterreichische Kontrollbank Aktiengesellschaft and the Republic of Austria (available July 20, 2007); Republic of Uruguay (available March 8, 2005); and Queensland Treasury Corporation and State of Queensland (available October 24, 1996). The Proposal The Registrant hereby requests an interpretative letter permitting it voluntarily to follow the procedures described below for those periods during which it is considering public offerings of its debt securities in the United States. (1) The Registrant will file annually an annual report on Form 18-K with the Commission during any period when it desires to have access to shelf registration procedures. Such annual reports would include, as of their respective dates: (i) all ofthe information and exhibits called for by Form 18-K, and (ii) as additional exhibits thereto, any additional information required under Schedule B to be included in a Schedule B registration statement under the Securities Act (except as set forth in the next paragraph) together with additional information deemed material to investors, which may include portions of the CEB's annual Governor's Report. The resulting descriptions ofthe Registrant would be substantially as comprehensive and would be presented in substantially the same PARIS:151501.3

Mr. Michael Coco,

Securities and Exchange Commission -3 fonnat as the infonnation included on pages 7 to 51 and F-2 to A-I of the Initial Registration Statement. The CEB may, however, provide certain portions of such infonnation through incorporation by reference, in whole or in part, of its annual Governor's Report, which in that case would be filed as an exhibit to its annual report on Fonn 18-K. The annual report on Fonn 18-K would not include certain
Schedule B infonnation, such as the description of securities and plan of
distribution. Such infonnation would be included in the applicable basic prospectus and prospectus supplements containing the tenns of any offering. (2) The Registrant's basic prospectus and any prospectus supplements with respect to any offering of securities would contain a description of the securities offered thereby, the plan of distribution, the application of proceeds, the debt record ofthe Registrant, the name and address of its authorized agents in the United States and the names and addresses of counsel who will pass upon the validity ofthe securities. The basic prospectus, which could be used with respect to both continuous offerings, such as medium-tenn notes, and delayed offerings, such as shelftake-downs, would incorporate by reference the most recently filed annual report on Fonn 18-K of the Registrant (and all exhibits thereto) and all amendments thereto filed on Fonn 18-K/A, and subsequently filed annual reports on Fonn 18-K and amendments thereto. In order to implement the proposal outlined in this letter, the basic prospectus (or the prospectus supplement, if any, circulated together with such basic prospectus) would contain an undertaking to deliver upon request a copy of the latest annual report on Fonn 18-K and any other infonnation incorporated by reference. The Registrant's registration statements, including Shelf Registration Statements, will include undertakings identical to the undertakings set forth in Item 512(a)(1), (2), (3) and Item 512(b) of Regulation S-K. The undertakings otherwise PARIS 151501.3

Mr. Michael Coco,

Securities and Exchange Commission -4 included in shelf registration statements obligating the Registrant to file posteffective amendments (i) to include prospectuses required by Section lO(a)(3) of the Securities Act and (ii) to reflect in the basic prospectus any facts or events arising after the effective date of the registration statement (or the most recent posteffective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in such registration statement, will be modified so as not to apply if the information required is included in a report under the Exchange Act that has been incorporated by reference into the registration statement. The agreement to provide legal opinions in post-effective amendments would be modified so as to permit the Registrant to furnish such opinions by filing an amendment on Form 18-KJA to the arumal report on Form 18-K. As a result of the foregoing, except as required by the modified undertakings to be included in the registration statements, the Registrant would not be required to file annual post-effective amendments to their registration statements under the Securities Act. (3) At the time when any registered securities are offered to the public, whether on a delayed offering basis or as part of a continuous offering, the basic prospectus, together with a prospectus supplement and issuer free-writing prospectus, if any, would be delivered to all purchasers. Any material recent developments subsequent to the date of the basic prospectus, or the most recent annual report on Form 18-K, would either be included in (A) a subsequent annual report on Form 18-K, or in a Form 18-KJA amendment, that is incorporated by reference into the basic prospectus or (B) the prospectus supplement itself. (4) The Registrant will amend its annual report on Form 18-K through the use of Form 18-KJA as often as is necessary to disclose material information contained in official budgetary, financial and statistical information or any other PARIS:ISISOI.3

Mr. Michael Coco,

Securities and Exchange Commission -5 material infonnation or developments. The Registrant anticipates that the time of filing of such annual report and such amendments will correspond to the periodic release of official budgetary, financial and statistical infonnation which will provide the basis for the annual report on Fonn 18-K and amendments thereto. It is expected that the Registrant's initial annual report on Fonn 18-K would be filed as soon as practicable after the date of this letter and, in future years, it is currently expected that the Registrant's annual report on Fonn 18-K would be filed in April of each year after the CEB's audited financial statements become available, and would be amended on Fonn 18-KIA at such other times corresponding to the periodic release of other material official budgetary, financial or statistical infonnation, if any, or to reflect other material developments, if any. (5) The infonnation and documents that, under the shelf registration procedures that would otherwise be available to the Registrant, must be filed by post-effective amendment at the time of an offering (the tenns of the underwriting, any tenns agreement, the list of names and addresses of the underwriters, an itemized list of expenses and legal opinions with respect to the securities) would instead be filed on, and incorporated into the applicable Shelf Registration Statement by reference to, an annual report on Fonn 18-K or an amendment thereto on Fonn 18-KlA. (6) The basic prospectus, any prospectus supplement and any freewriting prospectus would be delivered to all purchasers of registered securities, and the Registrant would, pursuant to the undertaking to be included in the basic prospectus, provide to each recipient of such basic prospectus and prospectus supplement who so requests, a copy of the annual report on Fonn 18-K, together with all exhibits and amendments thereto. Otherwise, unless they chose to do so, the Registrant would not make an arumal public distribution of the annual report on Fonn 18-K, or of the exhibits or amendments thereto, or of the basic prospectus to dealers or prospective investors as contemplated by the Release. PARIS:15l501.3

Mr. Michael Coco,

Securities and Exchange Commission -6
Benefits of Proposal
We believe this proposal has several benefits to investors and to the Registrant:
(1) The CEB would be able to use shelf registration procedures more nearly identical to those available to foreign private registrants eligible to use Form F-3 and Rule 415, in accordance with the policy underlying the Release. (2) Up-to-date information with respect to the Registrant would be made available to investors in the United States by procedures that are significantly less burdensome and expensive than the shelf registration procedures that would otherwise be available to the Registrant and result in better and more prompt disclosure of recent developments in the prospectus supplement and/or any freewriting prospectus that will be delivered to purchasers in any continuous or delayed offerings of securities. (3) Since the Registrant would have the most recently available information on file, it would be in a position to access the United States markets at all times without undue effort or delay. Timing and Implementation The CEB desires to implement the proposal outlined in this letter as soon as practicable by: (i) filing with the Commission an annual report on Form 18-K for the Registrant's fiscal year ended December 31,2009, which would include any changes and any additional information described above that was previously included in the Initial Registration Statement and (ii) filing a Shelf Registration Statement that incorporates by reference the Registrant's most recent annual report on Form 18-K and any amendments thereto filed on Form 18-KIA, and includes the undertakings in Part II as described above. PARIS:15150U

Mr. Michael Coco,

Securities and Exchange Commission -7
We believe that the procedures described herein are in accordance with previous interpretive letters issued by the Staff of the Division of Corporation Finance in a number of interpretive letters. See, e.g., the Commonwealth of Australia (available January 11, 2010), New South Wales Treasury Corporation and The Crown in Right of New South Wales (available September 15,2009); Republic of Hungary (available September 27, 2007); Oesterreichische Kontrollbank Aktiengesellschaft and the Republic of Austria (available July 20,2007); Republic of Uruguay (available March 8, 2005); Bolivarian Republic of Venezuela (available April 28, 2004); Landwirtschaftliche Rentenbank - Federal Republic of Germany (available January 30,2003); FinancementQuebec (available June 24,2002): Government of Jamaica (available May 22,2002); Republic of Italy (available February 4,2002); Republic of Turkey (available October 19, 1999); Republic of South Africa (available October 4, 1999); Republic of Panama (available March 25,1998); Federative Republic of Brazil (available May 15,1997); Republic of Colombia (available February 3,19997); Queensland Treasury Corporation and State of Queensland (available October 24, 1996); European Investment Bank (available August 19, 1996);State ofIsrael (available November 30, 1995); Republic of Argentina (available November 1,1995); the Government of Victoria and Treasury Corporation of Victoria (available June 23,1995); Nordic Investment Bank (available June 21, 1995); Commonwealth of Australia and the Australian Wheat Board (each available April 4, 1995); Japan Development Bank, Export-Import Bank of Japan and Japan Finance Corporation (available August 3, 1994); Republic of Portugal (available July 22, 1994); Kreditanstalt fur Wiederaufbau and KfW International Finance Inc. (available July 18, 1994); National Financiera S.N.C. (available July 5, 1994); the United Mexican States (available February 25, 1994); the Province of Alberta (available November 12,1993); the Province of Manitoba (available September 15,1993): Ireland (available January 7, 1993); Her Majesty the Queen in Right of New Zealand (available December 22, 1992); Province of Ontario and Ontario Hydro (available May 7, 1992); the Province of British Columbia (available April 24, 1992); the Province of Saskatchewan (available May 26, 1992); Province de Quebec and Hydro Quebec (available November 6, PARIS:I51501.3

Mr. Michael Coco,
Securities and Exchange Commission -8
1991); the Province of New Brunswick (available July 18,1991); and Canada and its crown corporations (available April 16, 1991). Conclusion For the reasons set forth above, we believe our proposal presents an efficient, cost-effective mechanism for updating the Registrant's registration statements. We therefore request permission for the Registrant to file voluntarily with the Commission annual reports on Form 18-K under the Exchange Act and amendments to such reports on Form 18-KlA and to incorporate such filings by reference into the Registrant's registration statements (including Shelf Registration Statements), all as described above.

If you have any questions or need any further information with respect to the matters set forth in this letter, please contact me or Nicolas Dumont at +33 1 7304 1000. Very truly yours, Krystian M. Czerniecki cc: Ellie Bavaria (Securities and Exchange Commission,

Office ofInternational Corporate Finance)

Jan De Bel

Felix Schieferdecker

(Council of Europe Development Bank)

Sophie A. Moeder

Nicolas H.R. Dumont

(Sullivan & Cromwell LLP)

PARIS 151501.3