Obbligazione Tocumen International Airport S.A. 6% ( US00787CAC64 ) in USD

Tocumen International Airport S.A.

100 USD ⇌

Panama

US00787CAC64 ( in USD )

6% per anno ( pagato 2 volte l'anno)

18/11/2048

Prospetto opuscolo dell'obbligazione Aeropuerto Internacional de Tocumen S.A US00787CAC64 en USD 6%, scadenza 18/11/2048

18/05/2025 ( In 7 giorni )

L'Aeropuerto Internacional de Tocumen S.A. è il principale aeroporto internazionale di Panama, situato a 24 km a est di Panama City.

The Obbligazione issued by Tocumen International Airport S.A. ( Panama ) , in USD, with the ISIN code US00787CAC64, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 18/11/2048

Listing Particulars

US$650,000,000
Aeropuerto Internacional de Tocumen, S.A.
6.000% Senior Secured Notes due 2048
Issue date: November 14, 2018
Public Offering Authorized by the Superintendency of Capital Markets
under SMV Resolution No. SMV-185-18

Aeropuerto Internacional de Tocumen, S.A. is offering US$650,000,000 6.000% Senior Secured Notes due 2048 to be
fungible with the US$225,000,000 6.000% Senior Secured Notes due 2048 currently outstanding and issued pursuant to a
registration with the Superintendency of Capital Markets of up to US$875,000,000.
___________________
We are a sociedad anónima organized under the laws of the Republic of Panama ("Panama"), domiciled in Panama and duly recorded since April 15, 2003 in
the Mercantile Section of the Panamanian Public Registry Office, at Microjacket 432290, Document 456104, contact telephone is +507 238-2600 (the "Issuer"). Our
commercial address is located at Vía Tocumen, Terminal de Pasajeros, Tercer Nivel, Panama, Republic of Panama. We are offering US$650,000,000 aggregate principal
amount of our 6.000% Senior Secured Notes due 2048 (the "notes") in nominal form, registered and without coupons, for a nominal value of up to US$650,000,000.
Unless redeemed prior thereto, the notes will mature on November 18, 2048. The notes will constitute a further issuance of the outstanding 6.000% Senior Secured Notes
due 2048, which were issued on May 9, 2018 in the principal amount of US$225,000,000 (the "Original 2018 Notes" together with the notes are referred to herein as the
"2018 Notes"). The notes offered hereby will have identical terms as the Original 2018 Notes, other than the date of issue and the initial price. The notes offered hereby
will trade under the same CUSIP number as the Original 2018 Notes (except for the notes sold pursuant to Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act"), which will initially trade under a temporary CUSIP number until the Consolidation Date (as defined herein)), as the notes offered hereby
will be fungible with the Original 2018 Notes for U.S. federal income tax purposes. Immediately after giving effect to the issuance of the notes offered hereby, we will
have US$875,000,000 aggregate principal amount of 6.000% Senior Secured Notes due 2048 outstanding.
Interest on the notes will accrue from May 9, 2018 at a rate of 6.000% that will be notified to the Superintendencia del Mercado de Valores (Superintendency
of Capital Markets, or the "SMV") and the Bolsa de Valores de Panamá, S.A. (the "Panama Stock Exchange" or the "PSE") on the fourth New York Business Day (as
defined herein) prior to the issue date, calculated on the basis of a 360-day year consisting of twelve 30-day months, and will be payable semi-annually in arrears in cash on
each May 18 and November 18 beginning on November 18, 2018. The notes will mature on November 18, 2048. The ratio of the total principal amount of the notes being
offered to the paid-in capital (defined as common shares plus additional paid-in capital) of the Issuer is 1.98 times. Interest on the notes will be payable on each May 18 and
November 18, beginning on November 18, 2018; provided that if any such date is not a Business Day, then such day will not be a payment date and the next day that is a
Business Day will be a Payment Date (each a "Payment Date"), with the final payments thereof being required to be made on November 18, 2048 (the "Maturity Date").
Principal on the notes will be payable on the same dates as interest on the notes, beginning on May 18, 2020, with the final payments thereof being required to be made on
the Maturity Date. For a description of the principal amortization schedule of the notes, see "Summary of the Business, Terms, Conditions and Risk Factors Relating to the
Offering --The Offering."
The notes will be our direct, unconditional senior secured obligations and will rank pari passu in right of payment with all of our existing and future senior
debt. The notes will rank senior in right of payment to all of our future debt that is, by its terms, expressly subordinated to the notes.
The notes will be secured by a first-priority lien on certain transaction accounts established by the Collateral Trustee (as defined herein) and the revenues held
therein. The revenues committed by us to run through a payment waterfall, some of which will be transferred to and deposited in the transaction accounts, include: all of
our revenues derived from providing aeronautical services and non-aeronautical commercial services that relate to the use of the facilities of the Aeropuerto Internacional
de Tocumen (the "Airport"), other than Excluded Revenues (as defined herein). The notes will be effectively senior to any of our existing and future unsecured debt to the
extent of the value of the collateral securing the notes and effectively subordinated to all of our existing and future indebtedness secured by assets other than the Collateral
(as defined herein) to the extent of the value of the assets securing such indebtedness. Pursuant to the Amended and Restated Trust Agreement (as defined herein), the
Collateral also equally and ratably secures our obligations under the 5.75% corporate notes due 2023 (the "2013 Notes"), the 5.625% senior secured notes due 2036 (the
"2016 Notes") and the Original 2018 Notes (the Original 2018 Notes, together with the 2013 Notes and the 2016 Notes, the "Existing Notes").
We may, at our option, redeem the 2018 Notes, in whole or in part, at any time at a redemption price including the Make-Whole Premium defined herein. No
Make-Whole Premium shall be payable for redemption during the last 12 months prior to maturity. We may also redeem the 2018 Notes at any time in the event of certain
tax law changes requiring payment of additional amounts as described in these listing particulars. See "Description of the Notes--Redemption of the Notes--Optional
Redemption for Changes in Taxes." Additionally, if a change of control occurs, we will be required to offer to purchase the 2018 Notes from the holders at a purchase price
equal to 101% of the principal amount thereof plus accrued and unpaid interest. We must also redeem the 2018 Notes at par if we experience specific loss or termination
events or upon certain sales of assets or insurance recoveries. See "Description of the Notes."
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 36 of these listing particulars.
___________________
Price per note: 97.203% plus accrued interest from May 9, 2018 and any additional interest from November 14, 2018 if settlement occurs after that date.

The notes have not been, and will not be, registered under the Securities Act or under the securities or "blue sky" laws of any state of the United States or the
securities laws of any other jurisdictions, except in Panama, as described in the next paragraph. The notes 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. Accordingly, we are offering the notes only to (i)
persons reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in, and in reliance on, the exemption from the registration requirements of the
Securities Act provided by Rule 144A under the Securities Act (the "U.S. Offering") and (ii) non-U.S. persons outside the United States in compliance with Regulation S
under the Securities Act (the "International Offering," and together with the U.S. Offering, the "Offering"). For a description of certain restrictions on resale or transfer of
the notes, see "Notice to Investors," "Plan of Distribution" and "Transfer Restrictions."
THE PUBLIC OFFERING OF THE NOTES HAS BEEN AUTHORIZED IN PANAMA BY THE SMV. THIS AUTHORIZATION DOES NOT IMPLY
THAT THE SUPERINTENDENCY RECOMMENDS INVESTING IN THE NOTES NOR DOES IT REPRESENT A FAVORABLE OR UNFAVORABLE OPINION
ON THE ISSUER'S BUSINESS PROSPECTS. THE PANAMA SECURITIES MARKET SUPERINTENDENCY WILL NOT BE RESPONSIBLE FOR THE
ACCURACY OF THE INFORMATION PRESENTED IN THESE LISTING PARTICULARS OR OF THE DECLARATIONS CONTAINED IN THE REGISTRATION
APPLICATION OR THE OTHER DOCUMENTATION AND INFORMATION PRESENTED BY US FOR THE REGISTRATION OF THE PUBLIC OFFER.
THE LISTING AND TRADING OF THE NOTES HAVE BEEN AUTHORIZED BY THE PANAMA STOCK EXCHANGE. THIS AUTHORIZATION
DOES NOT IMPLY ANY RECOMMENDATION OR OPINION REGARDING THE NOTES OR THE ISSUER. The Original 2018 Notes are listed on the Official List
of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market. Application has been made to list the notes on the Official List of the Luxembourg
Stock Exchange and to trade the notes on the Euro MTF Market. These listing particulars constitute a prospectus for purposes of Luxembourg law dated July 10, 2005 on
Prospectuses for Securities, as amended.
On or prior to the date the notes are issued, the notes are expected to have been rated "BBB" by Fitch Rating, Ltd. and "BBB" by Standard & Poor's Rating
Services. A RISK RATING DOES NOT GUARANTEE THE REPAYMENT OF THE OFFERING. A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.
The notes will be issued in the form of one or more registered notes in global form without interest coupons and will be deposited with a custodian for The
Depository Trust Company ("DTC") in New York, New York and registered in the name of Cede & Co., as nominee of DTC. Investors may hold their interests in a global
note representing the notes through organizations that are participants in DTC, including Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, société anonyme
Luxembourg ("Clearstream"). Beneficial interests in the notes may be held in Panama through Central Latinoamericana de Valores S.A. ("LatinClear"), a participant in
Euroclear and Clearstream.
TO THE EXTENT THAT THE SPANISH LANGUAGE LISTING PARTICULARS USED IN CONNECTION WITH THE OFFERING OF THE NOTES
CONFLICTS WITH THESE LISTING PARTICULARS, THESE LISTING PARTICULARS SHALL GOVERN AND CONTROL. EN LA MEDIDA QUE EL
PROSPECTO INFORMATIVO EN IDIOMA ESPAÑOL UTILIZADO EN RELACIÓN CON LA OFERTA DE LOS BONOS CONTRADIGA O PRESENTE UN CONFLICTO
CON EL PROSPECTO INFORMATIVO EN IDIOMA INGLÉS, ÉSTE ÚLTIMO REGIRÁ Y CONTROLARÁ.
THE NOTES WILL BE OFFERED FOR SALE BY THE ISSUER AND PURCHASED BY THE INITIAL PURCHASER AND POTENTIALLY
OTHER PURCHASERS ON THE PANAMA STOCK EXCHANGE PURSUANT TO THE BIDDING PROCESS DESCRIBED HEREIN.

THE SETTLEMENT OCCURRED 4 NEW YORK BUSINESS DAYS AFTER THE TRADE DATE.

___________________
Sole Lead Manager and Structuring Agent
Citigroup
The date of these listing particulars is November 23, 2018.
SMV Resolution No: SMV 185-18

NOTICE TO INVESTORS
You should assume that the information appearing in these listing particulars is accurate as of the date on
the front cover of these listing particulars only and that the information appearing in the Consultant Report (as
defined herein) is accurate only as of the date of such report. Our business, properties, financial condition and results
of operations may have changed since that date. Neither the delivery of these listing particulars nor any sale of notes
made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent
to the date on the cover of these listing particulars.
We have furnished these listing particulars in connection with an offering that is exempt from registration
under, or not subject to, the Securities Act, and applicable securities laws of other jurisdictions, solely to allow a
prospective investor to consider purchasing the notes. Delivery of these listing particulars to any person or any
reproduction of these listing particulars, in whole or in part, without our or Citigroup Global Markets Inc.'s (the
"Initial Purchaser" or the "Sole Lead Manager and Structuring Agent") prior consent, is prohibited.
We have prepared the information in these listing particulars. Neither we nor the Initial Purchaser take any
responsibility for other information others may give you.
Upon receiving these listing particulars, you acknowledge that (i) you have been afforded an opportunity to
request from us, and to review, all additional information considered by you to be necessary to verify the accuracy
of, or to supplement, the information contained herein, (ii) you have not relied on the Initial Purchaser or any person
affiliated with the Initial Purchaser in connection with any investigation of the accuracy of such information or your
investment decision and (iii) we have not, and the Initial Purchaser has not, authorized any person to deliver any
information different from that contained in these listing particulars. If given or made, any such other information or
representation should not be relied upon as having been authorized by us, the Initial Purchaser or its agents. The
Offering is being made on the basis of these listing particulars. Any decision to purchase the notes in the Offering
must be based on the information contained in these listing particulars. In making an investment decision, investors
must rely on their own examination of us and the terms of the Offering, including the merits and risks involved.
The information contained in these listing particulars has been furnished by us and other sources that we
believe to be reliable. You acknowledge and agree that the Initial Purchaser makes no representation or warranty,
express or implied, as to the accuracy or completeness of any of the information set forth in these listing particulars,
and you should not rely on anything contained in these listing particulars as a promise, representation or warranty,
whether as to the past or the future. The Initial Purchaser has not independently verified any of the information that
we have provided and assumes no responsibility for the accuracy or completeness of any such information. These
listing particulars contain summaries, believed to be accurate, of the terms that we consider material of certain
documents, but reference is made to the actual documents, copies of which will be made available upon request, for
the complete information contained in those documents, as indicated under "Available Information." All such
summaries are qualified in their entirety by this reference.
The Offering is being made in reliance upon an exemption from registration under the Securities
Act. In making your purchase, you will be deemed to have made certain acknowledgments, representations,
warranties and agreements set forth in these listing particulars, including those under the caption "Transfer
Restrictions." The notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the Securities Act and applicable state securities laws pursuant to
registration or exemption therefrom. You should be aware that you may be required to bear the financial
risks of this investment for an indefinite period of time. See "Plan of Distribution" and "Transfer
Restrictions."
Laws in certain jurisdictions may restrict the distribution of these listing particulars and the offer and sale
of notes. Persons into whose possession these listing particulars or any of the notes are delivered must inform
themselves about, and observe, any such restrictions. Each prospective purchaser of the notes must comply with all
applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the notes or
distributes these listing particulars and must obtain any consent, approval or permission required under any
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and
neither we nor the Initial Purchaser shall have any responsibility therefor.
i

We reserve the right to withdraw this Offering at any time, and we and the Initial Purchaser reserve the
right to reject any commitment to subscribe for the notes in whole or in part and to allot to you less than the full
amount of notes subscribed for by you. We are making this Offering subject to the terms described in these listing
particulars and the indenture dated as of May 4, 2016, as amended and restated on May 13, 2016 (as may be further
amended from time time) (the "Amended and Restated Indenture") between us and Citibank, N.A., as indenture
trustee (the "Indenture Trustee"), as supplemented by (i) the first supplemental indenture dated as of May 3, 2018
(the "First Supplemental Indenture") and (ii) a second supplemental indenture to be entered into on or around the
date of pricing of this Offering (the "Second Supplemental Indenture" and, together with the Amended and Restated
Indenture and the First Supplemental Indenture, the "Indenture").
These listing particulars do not constitute an offer to sell the notes to or a solicitation of an offer to buy the
notes from any person in any jurisdiction where it is unlawful to make such an offer or solicitation. You are not to
construe the contents of these listing particulars as investment, legal or tax advice. You should consult your own
counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase of the
notes. We and the Initial Purchaser are not making any representation to you regarding the legality of an investment
in the notes by you under any law. No one has taken any action that would permit a public offering of the notes to
occur in any jurisdiction other than the Republic of Panama.
The offer and sale of the notes has not been registered with the United States Securities and
Exchange Commission ("SEC"), or any other federal, state or foreign securities commission or regulatory
authority, and none of the notes have been recommended by or approved by the SEC or any other federal,
state or foreign securities commission or regulatory authority, nor has the SEC or any other federal, state or
foreign securities commission or regulatory authority passed upon the accuracy or adequacy of these listing
particulars. Any representation to the contrary is a criminal offense.
These listing particulars omit certain information that we would be required to include in a prospectus
prepared in compliance with SEC rules relating to a public offering of securities, including, for example, certain
executive compensation and corporate governance disclosures, historical consolidated financial data and ratios of
earnings to fixed charges data required by Regulation S-K under the Securities Act.
The notes initially will be available in book-entry form only. We expect that the notes will be issued in the
form of one or more Global Notes, all of which will be deposited with, or on behalf of, DTC, and registered in its
name or in the name of Cede & Co., its nominee. Beneficial interests in the Global Notes will be shown on, and
transfers of the Global Notes will be effected only through, records maintained by DTC and its participants. After
the initial issuance of the Global Notes, notes in certificated form will be issued in exchange for the Global Notes
only in the limited circumstances discussed under "Book-Entry, Delivery and Form." Beneficial interests in a Global
Note may be held in Panama through Euroclear and Clearstream's participant, LatinClear.
We intend to list the notes on the Official List of the Luxembourg Stock Exchange and admit them for
trading on the Euro MTF Market. These listing particulars constitute a prospectus for the purposes of Luxembourg
law on prospectuses for securities, dated July 10, 2005, as amended.
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, THE INITIAL PURCHASER (OR
PERSONS ACTING ON ITS BEHALF) 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 ASSURANCE
THAT THE INITIAL PURCHASER (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE
ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS
MADE, AND, IF BEGUN MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN
30 DAYS AFTER THE DATE ON WHICH WE RECEIVED THE PROCEEDS OF THE ISSUE, OR NO
LATER THAN 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE RELEVANT SECURITIES,
WHICHEVER IS THE EARLIER. OVER-ALLOTMENT INVOLVES SALES IN EXCESS OF THE
OFFERING SIZE, WHICH CREATES A SHORT POSITION FOR THE INITIAL PURCHASER.
STABILIZING TRANSACTIONS INVOLVE BIDS TO PURCHASE THE NOTES IN THE OPEN
ii

MARKET FOR THE PURPOSE OF PEGGING, FIXING OR MAINTAINING THE PRICE OF THE
NOTES. STABILIZING TRANSACTIONS MAY CAUSE THE PRICE OF THE NOTES TO BE HIGHER
THAN IT WOULD OTHERWISE BE IN THE ABSENCE OF THOSE TRANSACTIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
NOTICE TO RESIDENTS OF PANAMA
THE PUBLIC OFFERING OF THE NOTES IS REGISTERED IN PANAMA WITH AND
AUTHORIZED BY THE SMV AND THE NOTES ARE LISTED ON THE PSE. NONE OF THE
REGISTRATION WITH OR THE AUTHORIZATION BY THE SMV, THE LISTING OF THE NOTES
ON THE PSE OR THE REST OF THE DOCUMENTATION AND INFORMATION PRESENTED FOR
THE REGISTRATION OF THE PUBLIC OFFERING IMPLIES ANY CERTIFICATION OR
RECOMMENDATION TO THE INVESTMENT QUALITY OF THE NOTES, THE SOLVENCY OF THE
ISSUER, OR A FAVORABLE OR UNFAVORABLE OPINION OF THE ISSUER'S BUSINESS OR THE
ACCURACY OR COMPLETENESS OF THE INFORMATION AS CONTAINED IN THESE LISTING
PARTICULARS AND IN ITS FILING REQUEST.
NOTICE: These listing particulars shall be known as the Prospecto Informativo in Spanish for purposes of
the registration of the public offering of notes with the SMV and its filing before the PSE, and as the listing
particulars in English for purposes of the offering of the notes in the United States and outside the United States
(except in Panama). All amendments to the terms and conditions of the notes are subject to Acuerdo 4-2003 of April
11, 2003 and must be performed in compliance with the provisions thereof.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
These listing particulars are for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order, (iii) are outside the United Kingdom or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant
persons"). These listing particulars are directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which these listing particulars relate
is only available to, and will be engaged in with, relevant persons.
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA
These listing particulars have been prepared on the basis that any offer of Notes in any member state (each,
a "Member State") of the European Economic Area will be made pursuant to an exemption under the Prospectus
Directive from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or
intending to make an offer in that Member State of Notes which are the subject of the offering contemplated in these
listing particulars may only do so in circumstances in which no obligation arises for the Issuer or any of the initial
purchases to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. These
listing particulars are not a prospectus for the purposes of the Prospectus Directive. Neither the Issuer nor the initial
purchases have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or the initial purchases to publish a prospectus for such offer. As used herein, the
expression "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any relevant
implementing measure in the Member State concerned.
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or
otherwise made available to, any retail investor in the European Economic Area. For the purposes of this provision, the
expression "retail investor" means a person who is one (or more) of the following: (i) a "retail client" as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a "customer" within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the
iii

Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the European Economic Area has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs
Regulation.

iv

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
We have been advised by our Panamanian counsel, Alemán, Cordero, Galindo & Lee, and Citigroup Global
Markets Inc. has been advised by its Panamanian counsel, Arias, Fábrega & Fábrega, that no treaty exists between
the United States and Panama for the reciprocal enforcement of foreign judgments and that there is doubt as to the
enforceability, in original actions in Panamanian courts, of liabilities predicated solely on United States federal
securities laws and as to the enforceability in Panamanian courts of judgments of United States courts obtained in
actions predicated upon the civil liability provision of the United States federal securities laws. In any case,
judgments of courts outside Panama, including but not limited to judgments of United States courts, may only be
recognized and enforced by the courts of Panama in the event that the Supreme Court of Panama validates the
judgment by issuing a writ of exequatur. Subject to a writ of exequatur, any final money judgment rendered by any
foreign court will be recognized, conclusive, and enforceable in the courts of Panama without reconsideration of the
merits, provided that (i) such foreign court grants reciprocity to the enforcement of judgments of courts of Panama,
(ii) the party against whom the judgment was rendered, or its agent, was personally served (service by mail not
being sufficient) in such action within such foreign jurisdiction, (iii) the judgment arises out of a personal action
against the defendant, (iv) the obligation in respect of which the judgment was rendered is lawful in Panama and
does not contradict the public policy of Panama, (v) the judgment, in accordance with the laws of the country where
it was rendered, is final and not subject to appeal, (vi) the judgment is properly authenticated by diplomatic or
consular officers of Panama, or pursuant to the 1961 Hague Convention on the legalization of documents and, (vi) a
copy of the final judgment is translated into Spanish by a licensed translator in Panama. Any final money judgment
rendered against us and validated by the Supreme Court of Panama will be delivered by the Supreme Court of
Panama to us for payment. If after three years from the validation of the foreign judgment by the Supreme Court of
Panama, we have not satisfied the court judgment, you may request the Supreme Court of Panama to instruct the
National Bank of Panama (Banco Nacional de Panama or "BNP") to make available for payment of the court
judgment any moneys that we may have in our accounts with the BNP, if any.
All of our directors and officers are residents of Panama or elsewhere outside of the United States. All or a
substantial portion of the assets of these persons are located in Panama or outside the United States. As a result, it
may not be possible for investors to effect service of process within the United States upon such persons, or to
enforce against them judgments predicated upon the civil liability provisions of U.S. federal securities laws, or
otherwise obtained, in U.S. courts. Because all or a substantial portion of our assets are located outside the United
States, any judgment obtained in the United States against us may not be fully collectible in the United States.
We have appointed CT Corporation System, presently located at 111 Eighth Avenue, New York, New
York 10011, as our authorized agent upon which process may be served in any action arising out of or in connection
with the Indenture and the intercreditor agreement dated April 19, 2016, among us, the Bank of Nova Scotia
(Panama), S.A., as the collateral trustee (the "Collateral Trustee") and Citibank, N.A., as intercreditor agent, and the
other parties thereto (the "Intercreditor Agreement"), as joined by the Indenture Trustee on May 3, 2018 and,
together with the Indenture and an amended and restated trust agreement dated April 19, 2016, between us, the
Collateral Trustee and Paying Agent (the "Amended and Restated Trust Agreement"), the "Transaction
Documents"). With respect to such actions, we have submitted to the jurisdiction of the courts of the State of New
York sitting in the County of New York in New York City, or courts of the United States for the Southern District of
New York.
See "Risk Factors--Risks Relating to the Collateral--The ability of investors to enforce civil liabilities
under U.S. securities laws may be limited."

v

AVAILABLE INFORMATION
For so long as any of the notes remain outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act, we will prepare and furnish, upon the request of any noteholder, such
information as is specified in Rule 144A(d)(4) under the Securities Act: (i) to such noteholder, (ii) to a prospective
purchaser of such note (or beneficial interests therein) that is a QIB designated by such noteholder and (iii) to the
Indenture Trustee for delivery to any applicable noteholders or such prospective purchaser so designated, at our
expense, in each case in order to permit compliance by such noteholder with Rule 144A in connection with the
resale of such note (or beneficial interest therein) in reliance upon Rule 144A. All such information shall be in the
English language. See "Transfer Restrictions."
We have filed with the SMV a registration statement, of which a Spanish language translation of these
listing particulars, made by an authorized public translator, forms a part. We have also filed with the SMV and the
PSE our annual audited financial statements prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting Standards Board. This information can be obtained by
investors upon request at the PSE, located at Edificio Bolsa de Valores de Panama, Calle 49 y Av. Federico Boyd,
Panama, Republic of Panama, or upon request at the SMV located at Calle 50, Edificio Global Plaza, Piso 8,
Panama, Republic of Panama. The documents filed with the SMV are not and will not form part of these listing
particulars and are not incorporated by reference herein. However, you may submit a written request for a copy of
the Amended and Restated Trust Agreement, the Intercreditor Agreement and the respective joinders thereto to the
SMV at:
Panamá, Ciudad de Panamá, Calle 50, Edificio Global Plaza Piso 8
Tel: (507)501-1700 Fax: (507)501-1709
Apartado Postal 0832-2281 WTC Panamá, República de Panamá
E-mail: [email protected]
The independent report dated March 2016 (the "March 2016 Report"), as updated by the report update,
dated April 2018 (the "April 2018 Update" together with the March 2016 Report, the "Consultant Report"),
prepared by Consorcio PM Terminal Sur S.A. (the "Consultant"), attached to these listing particulars as Appendix A,
has not been updated from the date of such report and is current only as of the date of each such report. To the extent
any information in the March 2016 Report differs from or is in conflict with the information in the April 2018
Update, the information in the April 2018 Update shall supersede the information in the March 2016 Report. The
delivery of the Consultant Report as an appendix does not imply that there has been no change in our affairs since
the dates of the Consultant Report or that the information contained in these listing particulars is current as of any
time after the date of each such report, and neither we nor any other person will update the contents of these listing
particulars or the Consultant Report.
Our principal executive offices are located at Vía Tocumen, Aeropuerto Internacional de Tocumen,
Terminal de Pasajeros, Tercer Nivel, Panama City, Panama.
In addition, for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and
for trading on the Euro MTF Market, you may also obtain a copy of the Indenture at the office of the paying agent in
Luxembourg set forth on the inside back cover of these listing particulars.

vi

FORWARD-LOOKING STATEMENTS
Except for the historical information contained in these listing particulars, certain matters discussed herein,
including without limitation under "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consultant Report, contain forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Although we believe that any such statements made by us herein or in the
Consultant Report are based on reasonable assumptions, any such statement may be influenced by factors that could
cause actual outcomes and results to be materially different from those projected. When used in these listing
particulars or the Consultant Report, the words "anticipates," "believes," "expects," "intends" and similar
expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
These forward-looking statements are subject to numerous risks and uncertainties. There are important
factors that could cause actual results to differ materially from those in such forward-looking statements, certain of
which are beyond our control. These factors, risks and uncertainties include, among other things:

our revenues are highly dependent on levels of air traffic at the Airport, which depend on factors
beyond our control;

the Consultant Report contains traffic and business assumptions and projections that are subject to
inherent risks and uncertainties;

our income is affected by aeronautical fees and rates and revisions thereto. The Board of Directors has
the right to change aeronautical fees and rates pursuant to applicable law, subject to the CAA's
approval, but no assurances can be given as to the timing or magnitude of any such changes;

any deficiencies in Airport security could have a material adverse effect on our business;

we are exposed to the effects that international events can have on international air travel;

competition from other destinations or from other airports could adversely affect our business;

we are substantially dependent on one airline, Copa Airlines, which is currently responsible for the
substantial majority of flights to and from the Airport and which is expected to be a driver of future
growth; any disruption of this relationship or negative developments in Copa Airlines' business may
adversely affect our business;

business interruptions could harm our business;

we are wholly-owned by the Government and provide a public service; our ability to generate revenue
and our flexibility in managing our business is limited by the legal and regulatory framework in which
we operate and may create conflicts of interest relating to our business;

we may not generate sufficient revenues if Airport management fails to implement its business
strategy;

we are expanding the Airport, including construction of the new Terminal 2 and the acquisition of land
to build a new third runway, and the expansion and related contracts expose us to construction,
operational, financial and counterparty risks;

terrorist attacks have had a severe impact on the international air travel industry, have adversely
affected our business and may continue to do so in the future;

hardware and software failures, delays in the operation of our computer systems or the failure to
implement system enhancements may have an adverse effect on our business;
vii

third parties with which we do business rely on software systems for the reporting of accurate
information, and any errors or software malfunctions with respect to such systems could materially and
adversely affect us;

the Government could grant new concessions and authorize the construction of new airports that
compete with the Airport;

our annual budget is subject to approval by the Cabinet Council and the Panamanian National
Assembly (the "National Assembly");

the Government may privatize us;

increases in or the volatility of international petroleum prices could reduce demand for air travel;

labor issues could have an adverse impact on our business;

the operations of the Airport may be affected by the actions of third parties, including subcontractors,
concessionaires and other counterparties, which are beyond our control;

some of our concession agreements for the lease of retail spaces in the Airport will expire in the near
future. As these concessions expire, we may not be able to re-lease retail space on favorable terms, or
at all;

we have entered into certain transactions with related parties that may create conflicts of interest;

a downgrading of Panama's International Aviation Safety Assessment rating could impact our
revenues by prohibiting airlines from increasing service to the United States from the Airport;

failure to comply with anti-corruption and anti-money laundering laws, as well as sanctions laws or
other international trade laws;

we are dependent on our management;

we are exposed to risks inherent in the operation of airports;

we are subject to environmental, health and safety laws and regulations;

our insurance policies may not provide sufficient coverage against all liabilities;

unexpected equipment failure, repairs and maintenance, including to our electricity supply equipment,
may adversely affect Airport operations;

the outcome of legal and regulatory proceedings in which we or any of our contractors are involved or
may become involved;

risks caused by natural forces; our property may be damaged and our business interrupted or impaired
by the occurrence of a natural disaster;

our performance is heavily dependent on economic conditions in Panama, which may affect our
business and ability to meet our obligations under the notes;

any investment in the notes is subject to emerging market risks that may affect our business and our
ability to make payments under the notes;

Panama's economy, and therefore our business and usage of the Airport, remains vulnerable to
external shocks, including the recent global economic crisis and those that could be caused by future
viii