Bond Paname 3.75% ( US698299BE38 ) in USD

Paname

100 % ▲

Panama

US698299BE38 ( in USD )

3.75% per year ( payment 2 times a year)

15/03/2025 - Bond has expired

Prospectus brochure of the bond Panama US698299BE38 in USD 3.75%, expired

200 000 USD

1 250 000 000 USD

698299BE3

The Bond issued by Paname ( Panama ) , in USD, with the ISIN code US698299BE38, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/03/2025

Final Prospectus Supplement
424B5 1 d889638d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to 424(b)(5)
File No. 333-202178

PROSPECTUS SUPPLEMENT
To prospectus dated February 27, 2015

U.S.$1,250,000,000
Republic of Panama
3.750% Global Bonds due 2025

The Republic of Panama (the "Republic" or "Panama") will pay interest on the 3.750% Global Bonds due 2025 (the "global bonds") on March 16 and September 16
of each year, commencing on September 16, 2015. The global bonds will mature on March 16, 2025. The global bonds will be unsubordinated, unsecured (subject to the
provisions in the global notes providing for securing such obligations in the event certain other obligations of Panama are secured), direct, unconditional and general
obligations of Panama. The global bonds will be designated Equal Ranking Securities and, as such, the global bonds will rank without any preference among themselves
and equally with all other unsecured and unsubordinated public indebtedness of Panama. It is understood that this provision shall not be construed so as to require Panama
to make payments under the global bonds ratably with payments being made under any other public indebtedness. See "Status of the Debt Securities" in the accompanying
prospectus. Panama has pledged its full faith and credit for the due and punctual payment of principal and interest on the global bonds and all obligations of Panama in
respect of the global bonds.
Panama may, at its option, redeem the global bonds, in whole or in part, before maturity, on not less than 30 nor more than 60 days' notice on the terms described
under "Description of the Global Bonds--Optional Redemption" in this prospectus supplement. The holders of the global bonds will not be entitled to the benefit of any
sinking fund.
The global bonds will be designated Aggregated Collective Action Securities and, as such, will contain provisions regarding future modifications to the terms of the
global bonds that differ from those applicable to Panama's outstanding public external indebtedness issued prior to March 16, 2015. Under these provisions, which are
described under "Description of the Global Bonds--Meetings, Amendments and Waivers" in this prospectus supplement and "Aggregated Collective Action Securities" in
the accompanying prospectus, Panama may amend the payment provisions of any series of debt securities (including the global bonds) and other reserve matters listed in
the fiscal agency agreement with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of
the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable" requirements are met, more than
75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to
two or more series of debt securities, more than 66 2/3% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed
modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed
modification, taken individually.
Application will be made to list the global bonds on the Official List of the Luxembourg Stock Exchange and to have such global bonds admitted to trading on the
Euro MTF Market.

See "Risk Factors" on page S-13 for a discussion of factors you should consider before investing in the global
bonds.
This prospectus supplement together with the prospectus dated February 27, 2015 constitutes a prospectus for the purpose of the Luxembourg Law on prospectuses
for securities dated July 10, 2005.
Neither the United States Securities and Exchange Commission ("SEC") nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
The global bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New
York, on or about, March 16, 2015.

Per Global Bond

Total

Public Offering Price(1)

98.857%
U.S.$1,235,712,500
Underwriting Discount

0.050%
U.S.$
625,000
Proceeds to the Republic of Panama

98.807%
U.S.$1,235,087,500

(1) Plus accrued interest, if any, from March 16, 2015.

BofA Merrill Lynch

Deutsche Bank Securities Inc.
The date of this prospectus supplement is March 11, 2015
Table of Contents
Panama has only provided you with the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Panama has not authorized anyone to provide you with different information. Panama is not making an offer of
the global bonds in any jurisdiction where the offer is not permitted. You should not assume that the information provided by this
prospectus supplement or the accompanying prospectus as supplemented by this prospectus supplement is accurate as of any date other
than the date on the front of this prospectus supplement.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-4
Forward-Looking Statements
S-4
Sovereign Immunity
S-5
Certain Legal Restrictions
S-5
Summary
S-6
The Issuer
S-6
Selected Panamanian Economic Indicators
S-8
The Global Bonds
S-9
Risk Factors
S-13
Incorporation by Reference
S-16
Use of Proceeds
S-17
Recent Developments
S-18
Description of the Global Bonds
S-38
General Terms of the Global Bonds
S-38
Optional Redemption
S-39
Payments of Principal and Interest
S-40
Events of Default; Acceleration of Maturity
S-41
Fiscal Agent
S-41
Paying Agents; Transfer Agents; Registrar
S-42
Definitive Bonds
S-42
Notices
S-42
Further Issues of the Global Bonds
S-42
Meetings, Amendments and Waivers
S-43
Certain Amendments Not Requiring Holder Consent
S-45
Purchase of Global Bonds by Panama
S-45
Governing Law
S-45
Listing
S-45
Global Clearance and Settlement
S-46
Taxation
S-49
Underwriting
S-53
Validity of the Global Bonds
S-57
Official Statements and Documents
S-57
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
General Information
S-58

S-2
Table of Contents
PROSPECTUS

Page
Where You Can Find More Information

2
Data Dissemination

3
Use of Proceeds

3
Debt Securities

3
Collective Action Securities

17
Aggregated Collective Action Securities.

20
Warrants

25
Governing Law

26
Jurisdiction and Enforcement

26
Plan of Distribution

28
Selling Securityholders

29
Validity of the Securities

30
Official Statements

30
Authorized Representative

30
Glossary

30

S-3
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
The Republic of Panama, having made all reasonable inquiries, confirms that this prospectus supplement and the accompanying prospectus
and the documents incorporated by reference herein and therein together contain all information with respect to Panama and the global bonds that
is material in the context of the offering of the global bonds, and that such information is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed herein are honestly held and that, to the best of Panama's knowledge and belief, there are no
other facts the omission of which would make any such information or the expression of any such opinions and intentions materially misleading.
Panama accepts responsibility accordingly.
Panama has only provided or incorporated by reference information in this prospectus supplement and the accompanying prospectus. Panama
has not authorized anyone else to provide you with any other information. You should not assume that the information in this prospectus
supplement or the accompanying prospectus, or the information Panama has previously filed with the SEC and incorporated by reference in this
prospectus supplement and the accompanying prospectus, is accurate as of any date other than their respective dates. Panama's economic, fiscal or
political circumstances may have changed since such dates. Later information that Panama files with the SEC updates and supersedes earlier
information that is filed.
Panama is not offering to sell or soliciting offers to buy any securities other than the global bonds offered under this prospectus supplement
and the accompanying prospectus, nor is Panama offering to sell or soliciting offers to buy the global bonds in places where such offers are not
permitted by applicable law.
The global bonds described in this prospectus supplement are debt securities of Panama being offered under Registration Statement No. 333-
202178 filed with the SEC under the U.S. Securities Act of 1933, as amended (the "registration statement"); the accompanying prospectus is part of
the registration statement. The accompanying prospectus provides you with a general description of the securities that Panama may offer, and this
prospectus supplement contains specific information about the terms of this offering and the global bonds. This prospectus supplement also adds,
updates or changes information provided or incorporated by reference in the accompanying prospectus. Consequently, before you invest, you
should read this prospectus supplement together with the accompanying prospectus as well as the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus. Those documents contain information regarding Panama, the global bonds and other
matters. The registration statement, any post-effective amendments thereto, the various exhibits thereto and the documents incorporated therein by
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
reference contain additional information about Panama and the global bonds. All such documents may be inspected at the office of the SEC.
Certain terms used but not defined in this prospectus supplement are defined in the prospectus.
References to "U.S.$" or "$" in this prospectus supplement are to U.S. dollars.
References to the "Republic" or "Panama" are to the Republic of Panama.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the global bonds in certain jurisdictions
may be restricted by law. Persons who receive copies of this prospectus supplement and the accompanying prospectus should inform themselves
about and observe any such restrictions. See "Underwriting" in this prospectus supplement.
FORWARD-LOOKING STATEMENTS
Panama has made forward-looking statements in this prospectus supplement and the accompanying prospectus. Statements that are not
historical facts are forward-looking statements. These statements are based on Panama's current plans, estimates, assumptions and projections.
Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and Panama
undertakes no obligation to update any of them in light of new information or future events.

S-4
Table of Contents
Forward-looking statements involve inherent risks. Panama cautions you that many factors could affect the future performance of the
Panamanian economy. These factors include, but are not limited to:

·
interest rates in the United States and financial markets outside Panama;

·
political or governmental developments in Panama;

·
unintended consequences resulting from the implementation of economic or tax policies;

·
the imposition of trade barriers;

·
general economic and business conditions in Panama and the global economy;

·
the ability of the Panama Canal to remain a competitive route for inter-oceanic transportation;

·
hostilities or political unrest in other countries that may affect international trade, commodity prices and the global economy; and

·
the occurrence of natural disasters.
SOVEREIGN IMMUNITY
Panama is a foreign sovereign state. Consequently, your ability to sue and enforce judgments against Panama may be limited. For more
information, see "Jurisdiction and Enforcement" in the accompanying prospectus.
CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the offering of the global bonds, and the transactions contemplated by the offering, may be
restricted by law in certain jurisdictions. If materials relating to the offering of the global bonds come into your possession, you are required by
Panama to inform yourself of and to observe all of these restrictions. The materials relating to the offering of the global bonds do not constitute,
and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer and either of the Underwriters, or any affiliate of either Underwriter, is a licensed
broker or dealer in that jurisdiction, the offering of the global bonds shall be deemed to be made by such Underwriter or such affiliate on behalf of
Panama in that jurisdiction.

S-5
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
Table of Contents
SUMMARY
This summary should be read as an introduction to this prospectus supplement and the accompanying prospectus. Any decision to
invest in the global bonds by an investor should be based on consideration of this prospectus supplement and the accompanying prospectus as
a whole.
The Issuer
Overview
Panama is located on the narrowest point of the Central American isthmus, which connects the continents of North America and South
America. It has a coastline of approximately 1,868 miles on the Caribbean Sea and Pacific Ocean, and is bordered on the east by Colombia
and on the west by Costa Rica. Panama has a national territory of approximately 29,157 square miles situated within its coastline and 345
miles of land borders, and includes numerous coastal islands. The Panama Canal, which connects the Atlantic and Pacific Oceans, bisects the
country running northwest to southeast.
As of December 31, 2013, Panama had an estimated population of 3.8 million and a population density of 51.9 people per square
kilometer. The Panama Province, the Republic's largest province, is estimated to have comprised 51.7% of Panama's total population, and the
Colón Province, located at the northern terminus of the Panama Canal, is estimated to have comprised 7.0% of the total population, at that
date.
Government
Panama is a republic with a representative form of government. In 1972, the original version of the current Constitution was adopted (the
fourth in Panama's history), setting forth the structure of the Government, individual and collective rights and duties, and the division of
powers among the executive, legislative and judicial branches.
Executive power is vested in the President and the presidentially appointed Ministers, who constitute the Cabinet. The President and the
Vice President are each elected by direct, universal suffrage for a term of five years. The President and the Vice President may not be reelected
to the same office within ten years after the expiration of their term. In the event the President is unable to finish a term, the Vice President
would succeed to the presidency.
National legislative power is vested in the National Assembly (the "Assembly"), Panama's unicameral legislative body. The number of
electoral circuits, each comprising an average of approximately 57,000 persons, determines the number of legislators; the Assembly currently
has 71 seats. The full Assembly is elected by universal suffrage every five years. Members of the Assembly are not subject to limits on the
number of terms in office to which they may be elected. The Assembly has, among other powers, the authority to enact legislation, ratify
treaties, approve the budget and ratify the appointment of the Comptroller General, the Attorney General and justices of the Supreme Court of
Justice, referred to as the Supreme Court.
Judicial power is vested in the Supreme Court and various lower tribunals. The President appoints the nine justices of the Supreme Court
for staggered ten-year terms, subject to ratification by the Assembly. Lower court judges are appointed by the Supreme Court. The judicial
branch prepares its own budget and sends it to the executive branch for inclusion in the general budget presented to the Assembly for
approval. The Supreme Court is the final court of appeal and has the power to declare null and void laws, regulations or other acts of the
executive or legislative branches that conflict with the Constitution.

S-6
Table of Contents
Panama is administratively divided into 10 provinces and three territories. In each province, executive power is exercised by a governor
who is appointed by the President. There are no provincial legislative or judicial bodies. Provincial governments do not have their own
independent budgets. Within each province are municipalities that are, in turn, divided into precincts. Each municipality has a municipal
council and a mayor who exercises executive power. Mayors and members of municipal councils are elected by direct, universal suffrage for
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
five-year terms. Municipalities levy and collect municipal taxes and adopt their own budgets for financing local projects.
On May 4, 2014, Panama held general elections for the posts of President, members of the Assembly and other regional posts. In several
individual decisions, the Electoral Tribunal annulled the election results for eleven Assembly seats. These seats were contested again in several
rounds of special elections starting on November 16, 2014 and ending on December 21, 2014. The Assembly began its session on January 2,
2015 with 68 of 71 members seated because the results of three of the special elections were being contested before the Electoral Tribunal. The
Electoral Tribunal subsequently dismissed these challenges and issued Decree 1 of January 30, 2015, declaring all cases concerning the 2014
elections formally closed. Currently, in the Assembly, 26 seats belong to the Partido Revolucionario Democrático (PRD), 24 seats belong to
Cambio Democrático, 16 seats belong to the governing party, the Partido Panemeñista, three seats belong to the Partido Molirena, one seat
belongs to the Partido Popular and one seat belongs to an independent. The majority coalition is comprised of the PRD, the Partido
Panemeñista and the Partido Popular.
On May 4, 2014, Juan Carlos Varela was elected President of the Republic of Panama for a five-year term and took office on July 1,
2014. Dulcidio de la Guardia serves as Panama's Minister of Economy and Finance.

S-7
Table of Contents
Selected Panamanian Economic Indicators(1)
The following table sets forth Panama's principal economic indicators for the years 2009 through 2013:

2009(R)

2010(R)

2011(R)

2012(P)

2013(P)
Economic Data:

GDP (millions, nominal dollars)

$ 25,925

$ 28,814

$ 33,271

$ 37,956

$ 42,648
GDP (millions, constant dollars)(2)

$ 23,970

$ 25,373

$ 28,106

$ 30,986

$ 33,573
GDP (% change, constant dollars)(2)

4.0%

5.9%

10.8%

10.2%

8.4%
Service Sector (% change, constant dollars)(2)(3)

5.1%

6.6%

10.3%

8.4%

5.9%
Other (% change, constant dollars)(2)(4)

0.2%

3.3%

12.3%

16.8%

16.4%
GDP Per Capita (constant dollars)(2)

$ 6,658

$ 6,929

$ 7,548

$ 8,181

$ 8,719
Population (millions)

3.60

3.66

3.72

3.79

3.85
CPI Period Average (% change)

2.4%

3.5%

5.9%

5.7%

4.0%
Unemployment

6.6%

6.5%

4.5%

4.1%

4.1%
Public Finance:

Total Consolidated Non-Financial Public Sector Revenues
(millions)

$ 6,125

$ 6,874

$ 7,762

$ 9,013

$ 9,950
Total Consolidated Non-Financial Public Sector
Expenditures (millions) (5)

$ 6,378

$ 7,385

$ 8,465

$ 9,564

$ 10,976
Overall Surplus (Deficit) (millions)

$
(253)

$
(512)

$
(703)

$
(551)

$ (1,026)
As % of Current GDP

(1.0)%

(1.8)%

(2.1)%

(1.5)%

(2.4)%
Central Government Surplus (Deficit) (millions)

$
(357)

$
(683)

$ (1,108)

$ (1,029)

$ (1,690)
As % of Current GDP

(1.4)%

(2.4)%

(3.3)%

(2.7)%

(4.0)%
Public Debt (at December 31):

Internal Debt (millions)

$
822

$ 1,191

$ 1,904

$ 3,483

$ 3,453
External Debt (millions)

$ 10,150

$ 10,438

$ 10,910

$ 10,782

$ 12,231
Public Debt (as % of Current GDP)

Internal Debt

3.2%

4.1%

5.7%

9.2%

8.1%
External Debt

39.2%

36.2%

32.8%

28.4%

28.7%
Total Public Debt (millions)

$ 10,972

$ 11,629

$ 12,814

$ 14,265

$ 15,684
Trade Data:

Exports (f.o.b.) Goods(6)(7) (millions)

$ 12,038

$ 12,675

$ 16,926

$ 18,857

$ 17,160
Imports (f.o.b.) Goods(6)(7) (millions)

$(14,218)

$(17,218)

$(24,143)

$(25,272)

$(24,136)
Merchandise Trade Balance(7) (millions)

$ (2,180)

$ (4,543)

$ (7,217)

$ (6,415)

$ (6,977)
Current Account Surplus(7) (Deficit) (millions)

$
(179)

$ (2,765)

$ (4,993)

$ (3,528)

$ (4,920)
Overall Balance of Payments Surplus (Deficit)(7)
(millions)

$
606

$
307

$
(228)

$
(958)

$
(109)
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
Total Official Reserves (at December 31) (millions)

$ 2,643

$ 2,173

$ 1,772

$ 2,137

$ 2,412

(R) Revised figures.
(P)
Preliminary figures.
(1)
All monetary amounts in millions of U.S. dollars at current prices, unless otherwise noted.
(2)
Constant GDP figures are based on 2007 constant dollars.
(3)
Including real estate, public administration, commerce, restaurants and hotels, financial services, the Colón Free Trade Zone (or the
"CFZ"), the Panama Canal, transportation and communications, public utilities and other services.
(4)
Including mining, manufacturing, agriculture and construction.
(5)
Including interest payments.
(6)
Including the CFZ.
(7)
Figures have been calculated pursuant to the fifth edition of the Balance of Payments Manual prepared by the IMF.
Sources: Directorate of Analysis and Economic Policies, Office of the Comptroller General, Banco Nacional de Panamá ("BNP") and
Ministry of Economy and Finance.

S-8
Table of Contents
The Global Bonds

Issuer
Republic of Panama.

Securities Offered
3.750% Global Bonds due 2025.

Aggregate Principal Amount
U.S.$1,250,000,000

Maturity Date
March 16, 2025

Issue Price
U.S.$988.57 per U.S.$1,000 principal amount plus accrued interest, if any, from March
16, 2015.

Interest Rate
3.750% per annum, computed on the basis of a 360-day year, consisting of twelve 30-
day months.

Interest Payment Dates
Semi-annually in arrears on March 16 and September 16 of each year. The first interest
payment date for the global bonds will be on September 16, 2015 and such payment will
include interest from March 16, 2015.

Use of Proceeds
The net proceeds from the sale of the global bonds will be approximately
U.S.$1,234,837,500 after deduction of the underwriting discount and the net expenses
payable by Panama, estimated to be $250,000. Panama will use the proceeds for general
budgetary purposes and for liability management transactions.

Aggregated Collective Action Clauses
The global bonds will be designated Aggregated Collective Action Securities and, as
such, will contain provisions regarding future modifications to the terms of the global
bonds that differ from those applicable to Panama's outstanding public external
indebtedness issued prior to March 16, 2015. Under these provisions, which are
described under "Description of the Global Bonds--Meetings, Amendments and
Waivers" in this prospectus supplement and "Aggregated Collective Action Securities"
in the accompanying prospectus, Panama may amend certain key terms of the global
bonds, including the maturity date, interest rate and other payment terms, without your
consent.

Optional Redemption
The global bonds will be subject to redemption at the option of Panama before maturity.
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
See "Description of the Global Bonds--Optional Redemption" in this prospectus
supplement.

Sinking Fund
The holders of the global bonds will not be entitled to the benefit of any sinking fund.

Status
The global bonds will be unsubordinated, unsecured (subject to the provisions in the
global bonds providing for securing such obligations in the event certain other
obligations of Panama are secured), direct, unconditional and general obligations of
Panama. The global bonds will be designated equal ranking securities and, as such, the
global bonds will rank without any preference among themselves and

S-9
Table of Contents
equally with all other unsecured and unsubordinated public indebtedness of Panama. It
is understood that this provision shall not be construed so as to require Panama to make
payments under the global bonds ratably with payments being made under any other

public indebtedness. See "Status of the Debt Securities" in the accompanying
prospectus. Panama has pledged its full faith and credit for the due and punctual
payment of principal and interest on the global bonds and all obligations of Panama in
respect of the global bonds.

Denominations
The global bonds will be issued in denominations of U.S.$200,000 and integral
multiples of U.S.$1,000 in excess thereof.

Risk Factors
Risk factors relating to the global bonds:

· The price at which the global bonds will trade in the secondary market is

uncertain.

· The global bonds will contain provisions that permit Panama to amend the

payment terms without the consent of all holders.

Risk factors relating to Panama:

· Panama is a foreign sovereign state and accordingly it may be difficult to obtain or

enforce judgments against it.

· Certain economic risks are inherent in any investment in an emerging market

country such as Panama.

· Panama's U.S. dollar monetary arrangements impose constraints on fiscal and

monetary policies and on its ability to finance deficits.

· An adverse change in Panama's debt-to-GDP ratio could increase the burden of

servicing Panama's debt.

· Panama's economy remains vulnerable to external shocks, including the recent
global economic crisis and those that could be caused by future significant

economic difficulties of its major regional trading partners or by more general
"contagion" effects, which could have a material adverse effect on Panama's
economic growth and its ability to service its public debt.

Further Issues
From time to time, without the consent of holders of the global bonds, and subject to the
required approvals under Panamanian law, Panama may create and issue additional debt
securities with the same terms and conditions as those of the global bonds (or the same
except for the amount of the first interest payment and the issue price), provided that
such additional debt securities do not have, for purposes of U.S. federal income taxation
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
(regardless of whether any holders of such debt securities are subject to the U.S. federal
tax laws), a greater amount of original issue discount than the global bonds have as of
the date of issuance of such additional debt securities. See "Description of the Global
Bonds--Further Issues of the Bonds" and "Description of the Global Bonds--Meetings,
Amendments and Waivers" in this prospectus supplement.

S-10
Table of Contents
Form
The global bonds will be represented by one or more book-entry securities in fully
registered form, without coupons, and are and will be registered in the name of, and
deposited with a custodian for, DTC. Beneficial interests in the global bonds will be
shown on, and transfer thereof will be effected only through, records maintained by
DTC and its participants, unless certain contingencies occur, in which case the global
bonds will be issued in definitive form. See "Description of the Global Bonds--
Definitive Bonds" in this prospectus supplement.

Book-Entry System
Upon the issuance of the global bonds as book-entry securities, DTC or its nominee will
credit on its book-entry registration and transfer system the respective principal amounts
of the global bonds represented by the book-entry securities to the accounts of
institutions ("DTC participants") that have accounts with DTC or its nominee that the
underwriter designates. Ownership of beneficial interests in the book-entry securities
will be limited to DTC participants or persons that may hold interests through DTC
participants. Ownership of beneficial interests in the book-entry securities will be shown
on, and the transfer of that ownership will be effected only through, records maintained
by DTC or its nominee (with respect to interests of DTC participants) and on the records
of DTC participants (with respect to interests of persons other than DTC participants).
Investors may elect to hold interests in the global bonds through any of DTC, Euroclear
Bank S.A./N.V., as operator of the Euroclear System plc ("Euroclear"), and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), if they are participants of such
systems, or indirectly through organizations which are participants in such systems.

Fiscal Agent
The global bonds will be issued pursuant to a fiscal agency agreement, dated as of
September 26, 1997, as amended by Amendment No.1 thereto, dated September 4,
2003, and Amendment No. 2 thereto, dated February 13, 2015, between Panama and
The Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank,
N.A.), as fiscal agent, paying agent, transfer agent and registrar.

Taxation
For a discussion of the Panama and United States tax consequences associated with the
global bonds, see "Taxation--Panama Taxation" and "--U.S. Taxation" in this
prospectus supplement and "Debt Securities--Tax Withholding; Payment of Additional
Amounts" in the accompanying prospectus. Investors should consult their own tax
advisors in determining the non-U.S., U.S. federal, state, local and any other tax
consequences to them of the purchase, ownership and disposition of the global bonds.

Payment of Principal and Interest
Principal of and interest on the bonds and any other amounts due with respect to the
bonds will be payable in U.S. dollars or other legal tender of the United States. As long
as the global bonds are in the form of book-entry securities, payment of principal and
interest to investors will be made through the facilities of DTC.

S-11
Table of Contents
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Final Prospectus Supplement
Negative Pledge
The global bonds will contain certain covenants, including restrictions on the incurrence
of certain Liens. See "Debt Securities--Negative Pledge" in the accompanying
prospectus.

Events of Default
The global bonds will contain events of default the occurrence of which may result in
the acceleration of Panama's obligations under the global bonds prior to maturity upon
notice by holders of at least 25% of the aggregate principal amount of the aggregate of
the outstanding global bonds. See "Description of the Global Bonds--Default;
Acceleration of Maturity" in this prospectus supplement.

Governing Law
The global bonds will be governed by the laws of the State of New York except with
respect to their authorization and execution, which will be governed by the laws of the
Republic of Panama.

Listing
Application will be made to list the global bonds on the Official List of the Luxembourg
Stock Exchange and to have such global bonds admitted to trading on the Euro MTF
Market.

Security Identifiers
ISIN: US698299BE38
Common Code: 120557769
CUSIP: 698299BE3

S-12
Table of Contents
RISK FACTORS
This section describes certain risks associated with investing in the global bonds. You should consult your financial and legal advisors about
the risk of investing in the global bonds. Panama disclaims any responsibility for advising you on these matters.
Risk Factors Relating to the Global Bonds
The price at which the global bonds will trade in the secondary market is uncertain.
Panama has been advised by the underwriters that they intend to make a market in the global bonds but are not obligated to do so and may
discontinue market making at any time without notice. Application will be made to list the global bonds on the Luxembourg Stock Exchange and
to have the global bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. No assurance can be given as to the
liquidity of the trading market for the global bonds. The price at which the global bonds will trade in the secondary market is uncertain. In addition,
Government-related entities in Panama may, from time to time, purchase a portion of the global bonds, further reducing the amount of global
bonds outstanding and reducing the liquidity of the secondary markets for the global bonds.
The global bonds will contain provisions that permit Panama to amend the payment terms without the consent of all holders.
The global bonds will be designated Aggregated Collective Action Securities and, as such, will contain provisions regarding future
modifications to the terms of the global bonds that differ from those applicable to Panama's outstanding public external indebtedness issued prior
to March 16, 2015. Under these provisions, which are described under "Description of the Global Bonds--Meetings, Amendments and Waivers"
in this prospectus supplement and "Aggregated Collective Action Securities" in the accompanying prospectus, Panama may amend the payment
provisions of any series of debt securities (including the global bonds) and other reserve matters listed in the fiscal agency agreement with the
consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the outstanding
debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable" requirements are met, more
than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the
aggregate; or (3) with respect to two or more series of debt securities, more than 66 2/3% of the aggregate principal amount of the outstanding debt
securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the
outstanding debt securities of each series affected by the proposed modification, taken individually.
http://www.sec.gov/Archives/edgar/data/76027/000119312515090618/d889638d424b5.htm[3/13/2015 12:22:36 PM]

Document Outline

#1">
- #1">