Obbligazione Paname 4.5% ( US698299BM53 ) in USD

Paname

100 USD ▲

Panama

US698299BM53 ( in USD )

4.5% per anno ( pagato 2 volte l'anno)

31/03/2056

Prospetto opuscolo dell'obbligazione Panama US698299BM53 en USD 4.5%, scadenza 31/03/2056

200 000 USD

2 500 000 000 USD

698299BM5

01/04/2026 ( In 18 giorni )

The Obbligazione issued by Paname ( Panama ) , in USD, with the ISIN code US698299BM53, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/03/2056

424B5 1 n2099-x3_424b5.htm FORM 424B5

FILED PURSUANT TO RULE 424(b)(5)

REGISTRATION FILE NO.: 333-234067

PROSPECTUS SUPPLEMENT
To prospectus dated October 9, 2019

U.S.$2,500,000,000
Republic of Panama
U.S.$2,500,000,000 4.500% Global Bonds due 2056

The Republic of Panama (the "Republic" or "Panama") will pay interest on the 4.500% Global Bonds due 2056 (the "global bonds") on April 1
and October 1 of each year, commencing on October 1, 2020. Panama will pay the principal of the global bonds in three equal installments on April 1 of
each year commencing on April 1, 2054. The global bonds will mature on April 1, 2056. 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 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 "Debt Securities--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, whether or
not certain "uniformly applicable" requirements are met, 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.
Section 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) Notification
The notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

See "Risk Factors" beginning on page S-8 for a discussion of factors you should consider before investing in the global bonds.
This prospectus supplement together with the prospectus dated October 9, 2019 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 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, April 1, 2020.

Proceeds to the Republic
https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

Price to Public(1)
Underwriting Discount
before expenses
Per global bond
100.000%
0.065%
99.935%
Total for global bond
$2,500,000,000
$1,625,000
$2,498,375,000

(1) Plus accrued interest, if any, from April 1, 2020.

Joint Book-Running Managers
Credit Suisse
HSBC
J.P. Morgan
The date of this prospectus supplement is March 26, 2020

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, and the underwriters have not, authorized anyone to provide you with different information. Panama
and the underwriters are 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-iii
Forward-Looking Statements
S-iii
Sovereign Immunity
S-iv
Certain Legal Restrictions
S-iv
Summary
S-1
The Issuer
S-1
Selected Panamanian Economic Indicators
S-3
The Global Bonds
S-5
Risk Factors
S-9
Incorporation by Reference
S-12
Use of Proceeds
S-13
Recent Developments
S-14
Description of the Global Bonds
S-31
General Terms of the Global Bonds
S-31
Optional Redemption
S-32
Payments of Principal and Interest
S-33
Events of Default; Acceleration of Maturity
S-33
Fiscal Agent
S-34
Paying Agents; Transfer Agents; Registrar
S-34
Definitive Bonds
S-34
Notices
S-34
Further Issues of the Global Bonds
S-35
Meetings, Amendments and Waivers
S-35
Certain Amendments Not Requiring Holder Consent
S-37
Purchase of Global Bonds by Panama
S-37
Governing Law
S-37
Listing
S-37
Global Clearance and Settlement
S-38
Taxation
S-41
Underwriting (Conflicts of Interest)
S-45
Validity of the Global Bonds
S-54
Official Statements and Documents
S-54
General Information
S-55

https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

S-i

Table of Contents
PROSPECTUS

Page
Where You Can Find More Information

2
Data Dissemination

2
Use of Proceeds

3
Debt Securities

3
Collective Action Securities

17
Aggregated Collective Action Securities

19
Warrants

25
Governing Law

26
Jurisdiction and Enforcement

27
Plan of Distribution

28
Selling Securityholder

30
Validity of the Securities

30
Official Statements

30
Authorized Representative

30
Glossary

30

S-ii

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. 333-234067
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 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
https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

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 (Conflicts of Interest)" 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.

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;

S-iii

Table of Contents
·
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, regional or global pandemics, or similar events.
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.
PRIIPs Regulation / Prohibition of sales to EEA and UK retail investors--The global bonds 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 ("EEA") or in the
United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the global bonds or otherwise making
them available to retail investors in the EEA has been prepared and, therefore, offering or selling the global bonds or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been
prepared on the basis that any offer of global bonds in any member state of the EEA will be made pursuant to an exemption under Regulation (EU)
2017/1129 (as amended, the "Prospectus Regulation") from the requirement to publish a prospectus for offers of global bonds. This prospectus supplement
is not a prospectus for the purposes of the Prospectus Regulation.

S-iv

Table of Contents

https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

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 a republic 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 July 1, 2018, Panama had an estimated population of 4.2 million and a population density of 56.1 people per square kilometer. The Panama
Province, the Republic's largest province, is estimated to have comprised 52.6% 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.
During the period from 2014 to 2018, the population grew by an average of 1.5% per annum. Approximately 69.0% of Panama's population lives
in cities and towns with more than 1,500 inhabitants, and 6.5% of the population is indigenous, some of whom are seeking greater autonomy from the
Government. Of the Panamanian population, 26.4% is under 15 years of age, 65.4% is between the ages of 15 and 64, and 8.2% is over the age of 65.
Average life expectancy in Panama is 78.5 years. The infant mortality rate for 2017 was estimated at 14.0 per 1,000 births. Panama's official language
is Spanish.
Panama's preliminary per capita GDP for 2018, expressed in chained volume measure, was approximately U.S.$10,025. According to the 2010
census, education indicators show that Panama's literacy rate for people over the age of ten years is approximately 94.5%.
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.
Panama is administratively divided into ten 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,

S-1

Table of Contents

universal suffrage for five-year terms. Municipalities levy and collect municipal taxes and adopt their own budgets for financing local projects.
https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

On May 5, 2019, general elections were held in Panama. In the presidential elections, Laurentino Cortizo Cohen of the Partido Revolucionario
Democratico ("PRD") party was elected president of the Republic with approximately 33.35% of the votes. In the National Assembly elections, the
PRD won 35 seats, Cambio Democratico won 18 seats, Partido Panameñista won eight seats, Movimiento Liberal Republicano Nacionalista
("MOLIRENA") won five seats and five independent candidates won seats. The new government took office on July 1, 2019, for a five-year term.

S-2

Table of Contents

Selected Panamanian Economic Indicators(1)
The following table sets forth Panama's principal economic indicators for the years 2015 through 2019:

2015

2016

2017 (P)

2018 (E)

2019 (E)
Economic Data:

GDP (millions, nominal dollars)
$
54,092 $
57,908 $
62,219 $
65,128 $
66,801
GDP (millions, constant dollars)(2)
$
36,376 $
38,178 $
40,316 $
41,804 $
43,061
GDP (% change, constant dollars)(2)

5.7%
5.0%
5.6%
3.7%
3.0%
Service Sector (% change, constant dollars)(2)(3)

4.4%
4.7%
5.5%
4.3%
3.7%
Other (% change, constant dollars)(2)(4)

8.6%
5.9%
5.8%
4.0%
3.6%
GDP Per Capita (constant dollars)(2)
$
9,150 $
9,457 $
9,838 $
10,052 $
10,207
Population (millions)

3.98
4.04
4.10
4.16
4.22
CPI--Period Average (% change)

0.2%
0.7%
0.9%
0.8%
-0.4%
Unemployment

5.1%
5.5%
6.1%
6.0%
7.1%
Public Finance:

Total Consolidated Non-Financial Public Sector Revenues
(millions)
$
10,701 $
11,647 $
12,432 $
12,286 $
12,756
Total Consolidated Non-Financial Public Sector
Expenditures (millions)(5)
$
11,909 $
12,700 $
13,436 $
14,387 $
14,614
Overall Surplus (Deficit) (millions)
$
(1,208) $
(1,053) $
(1,004) $
(1,859) $
(2,108)
As % of Current GDP

(2.3)%
(1.9)%
(1.7)%
(2.9)%
(3.1)%
Central Government Surplus (Deficit) (millions)
$
(2,010) $
(2,203) $
(1,819) $
(2,071) $
(2,505)
As % of Current GDP

(3.9)%
(4.0)%
(3.1)%
(3.2)%
(3.8)%
Public Debt (at December 31):

Internal Debt (millions)
$
4,573 $
4,700 $
4,984 $
5,112 $
6,795
External Debt (millions)
$
15,648 $
16,902 $
18,390 $
20,575 $
24,223
Public Debt (as % of Current GDP)

Internal Debt

8.5%
8.1%
8.0%
7.8%
10.2%
External Debt

28.9%
29.2%
29.6%
31.6%
36.3%
Total Public Debt (millions)
$
20,221.7 $
21,601.6 $
23,373.6 $
25,686.9 $
31,018.5
Trade Data:

Exports (f.o.b.) Goods(6)(7) (millions)
$
12,784 $
11,687 $
12,474 $
13,356
--
Imports (c.i.f.) Goods(6)(7) (millions)
$
(22,487) $
(20,699) $
(22,298) $
(23,969)
--
Goods Trade Balance(7) (millions)
$
(9,721) $
(9,012) $
(9,824) $
(10,613)
--
Current Account Surplus(7) (Deficit) (millions)
$
(4,274) $
(4,634) $
(4,941) $
(5,067)
--
Overall Balance of Payments Surplus (Deficit)(7) (millions) $
(984) $
1,327 $
(1,296) $
(455)
--
Total Official Reserves (at December 31)
(millions)
$
3,045 $
3,540 $
2,339 $
1,771
--
Note: Totals may differ due to rounding
(R)
Revised figures.
(E)
Estimated 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 in chained volume measure.
(3)
Including real estate, public administration, commerce, restaurants and hotels, financial services, 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 sixth edition of the IMF Balance of Payments Manual.

https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

S-3

Table of Contents

Sources: Directorate of Analysis and Economic Policies, Office of the Comptroller General, Banco Nacional de Panamá ("BNP") and Ministry of
Economy and Finance.

S-4

Table of Contents

The Global Bonds

Issuer
Republic of Panama.

Securities Offered
4.500% Global Bonds due 2056.

Aggregate Principal Amount
U.S.$2,500,000,000

Maturity Date
April 1, 2056.

Amortization of Principal
Panama will pay the principal of the global bonds in three equal installments on April 1 of
each year, commencing on April 1, 2054.

Issue Price
U.S.$1,000 per U.S.$1,000 principal amount plus accrued interest, if any, from April 1,
2020.

Interest Rate
4.500% 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 April 1 and October 1 of each year. The first interest payment
for the global bonds will be on October 1, 2020, and such payment will include interest
from April 1 , 2020.

Use of Proceeds
The net proceeds from the sale of the global bonds will be approximately
U.S.$2,497,825,000 after deduction of the underwriting discounts and the net expenses
payable by Panama, estimated to be U.S.$550,000. Panama intends to use the net proceeds
of the offering for general budgetary purposes.

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.
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
https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

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

S-5

Table of Contents

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 "Debt Securities--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.

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 are fungible with the existing global bonds for purposes of U.S.
federal income taxation (regardless of whether any holders of such debt securities are
subject to the U.S. federal tax laws). See "Description of the Global Bonds--Further Issues
of the Global Bonds" and "Description of the Global Bonds--Meetings, Amendments and
Waivers" in this prospectus supplement.

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 ("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 as of September 4,
2003, Amendment No. 2 thereto, dated as of February 13, 2015, and Amendment No. 3
thereto, dated as of October 26, 2016, 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.
https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

Taxation
For a discussion of certain Panama and United States federal income tax

S-6

Table of Contents

consequences associated with the global bonds, see "Taxation--Panamanian 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.

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-- Events of 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
CUSIP: 698299BM5

ISIN: US698299BM53

Common Code: 215102254

S-7

Table of Contents

Risk Factors
Risk factors relating to the global bonds:
·
the price at which the global bonds will trade in the secondary market is
uncertain; and
·
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;
https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

·
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 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; and

·
the worldwide economic effects of the outbreak of the Coronavirus could
adversely affect Panama's economy.

S-8

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,
whether or not certain "uniformly applicable" requirements are met.
Risk Factors Relating to Panama
Panama is a foreign sovereign state and accordingly it may be difficult to obtain or enforce judgments against it.
Panama is a foreign sovereign state. As a result, it may be difficult or impossible for investors to obtain or enforce judgments against Panama,
whether in an investor's own jurisdiction or elsewhere. See "Jurisdiction and Enforcement" in the accompanying prospectus.
Certain economic risks are inherent in any investment in an emerging market country such as Panama.
https://www.sec.gov/Archives/edgar/data/76027/000153949720000602/n2099-x3_424b5.htm[3/30/2020 8:35:33 AM]

Document Outline

#1">
- #1">