Obligation Paname 5.2% ( US698299AX28 ) en USD

Paname

100 % ⇌

Panama

US698299AX28 ( en USD )

5.2% par an ( paiement semestriel )

30/01/2020 - Obligation échue

Prospectus brochure de l'obligation Panama US698299AX28 en USD 5.2%, échue

100 000 USD

1 500 000 000 USD

698299AX2

L'Obligation émise par Paname ( Panama ) , en USD, avec le code ISIN US698299AX28, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/01/2020

Final Prospectus Supplement
Page 1 of 61
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)
(To Prospectus dated November 12, 2009)

File No. 333-163050
LOGO
U.S.$1,000,000,000
Republic of Panama
5.200% Global Bonds due 2020

The Republic of Panama (the "Republic" or "Panama") will pay interest on the 5.200% Global Bonds due 2020 (the "global
bonds") semi-annually on January 30 and July 30 of each year, beginning on July 30, 2010. The global bonds will mature on
January 30, 2020.
The global bonds are direct, unconditional, unsecured and general obligations of the Republic. Panama has pledged its full faith
and credit for the due and punctual payment of principal of, and premium and interest on, the global bonds.
Panama may redeem the global bonds before maturity, at par plus the Make-Whole Amount and accrued interest, as described in
the section entitled "Description of the Global Bonds--Optional Redemption" in this prospectus supplement. The global bonds will
not be entitled to the benefit of any sinking fund.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions regarding acceleration and
future modifications to their terms that differ from those applicable to a significant proportion of the Republic's outstanding Public
External Indebtedness. Under these provisions, which are described in the sections entitled "Description of the Global Bonds--
Default; Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus supplement and "Collective Action
Securities" in the accompanying prospectus, the Republic may amend the payment provisions of the global bonds and certain other
terms with the consent of the holders of 75% of the aggregate principal amount of the outstanding global bonds.
Application will be made to list the global bonds on the Luxembourg Stock Exchange and to have the global bonds trade on the
Euro MTF Market of the Luxembourg Stock Exchange.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities regulators have approved
or disapproved the global bonds or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Global Bond
Total
Public Offering Price(1)

99.796%
$997,960,000
Underwriting Discounts and Commissions

0.075%
$
750,000
Proceeds to the Republic of Panama

99.721%
$997,210,000
(1) Plus accrued interest, if any, from November 23, 2009 if settlement occurs after that date.

Credit Suisse
Deutsche Bank Securities

The date of this prospectus supplement is November 16, 2009.
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Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

Summary

S-3
The Issuer

S-3
The Global Bonds

S-6
Risk Factors
S-10
Incorporation By Reference
S-12
About This Prospectus Supplement
S-13
Forward-Looking Statements
S-14
Sovereign Immunity
S-14
Certain Legal Restrictions
S-14
Use of Proceeds
S-15
Recent Developments
S-15
Description of the Global Bonds
S-21
Global Clearance and Settlement
S-27
Taxation
S-30
Underwriting
S-33
Validity of the Global Bonds
S-35
Official Statements and Documents
S-35
General Information
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Page
PROSPECTUS

Where You Can Find More Information

2
Data Dissemination

2
Use of Proceeds

3
Debt Securities

3
Collective Action Securities

14
Warrants

17
Governing Law

17
Jurisdiction and Enforcement

18
Plan of Distribution

18
Validity of the Securities

20
Official Statements

20
Authorized Representative

20
Glossary

20
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You should rely only on 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 state where the offer is not permitted. You should not assume that the information
provided by this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the
front of this prospectus supplement.

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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, one of the
most important commercial waterways in the world, which connects the Atlantic and Pacific Oceans, bisects the country running
northwest to southeast.
As of December 31, 2008, Panama had an estimated population of 3.4 million and a population density of 116.5 people per
square mile. The Panama Province, the Republic's largest province, is estimated to comprise 51.0% of Panama's total population.
The Colón Province, located at the northern terminus of the Panama Canal, is estimated to comprise 7.2% of the total population.
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 (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 nine 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 five-year terms. Municipalities levy and collect municipal taxes and adopt their own
budgets for financing local projects.

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On May 3, 2009 Ricardo Martinelli was elected President of the Republic of Panama for a five-year term, and took office on
July 1, 2009. Alberto Vallarino Clément serves as Panama's Minister of Economy and Finance.

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Table of Contents
Selected Panamanian Economic Indicators(1)
The following table sets forth Panama's principal economic indicators for the years 2004 through 2008 and indicated periods
of 2009:

2004(R)
2005(R)
2006(R)
2007(R)
2008(E)
2009(*)
Economic Data:

GDP (millions, current dollars)
$14,179
$15,465
$ 17,137
$ 19,485 $ 23,088
n/a
GDP (millions, constant dollars)(2)
$13,099
$14,041
$ 15,239
$ 16,998 $ 18,558
$ 9,464(9)
GDP (% change, constant dollars)(2)

7.5%
7.2%
8.5%
11.5% 9.2% 2.4%(10)
Service Sector (% change, constant dollars)
(2)(3)

7.8%
8.3%
9.4%
11.3% 8.1% n/a
Other (% change, constant dollars)(2)(4)

4.7%
2.7%
7.8%
8.6% 12.9% n/a
GDP Per Capita (constant dollars)(2)
$ 4,132
$ 4,347
$ 4,646
$ 5,089 $ 5,466
n/a
Population (millions)

3.17
3.23
3.28
3.34 3.40
n/a
CPI (% change)

2.0%
3.5%
2.0%
6.5% 6.5% 3.3%(11)
Unemployment

9.2%
7.6%
6.7%
4.7% 4.2% 6.6%(12)
Public Finance:

Total Consolidated Non-Financial Public Sector
Revenues (millions)
$ 3,001
$ 3,474
$ 4,283
$ 5,505 $ 6,020
$ 4,140(13)
Total Consolidated Non-Financial Public Sector
Expenditures (millions)(5)
$ 3,087
$ 3,169
$ 3,451
$ 4,138 $ 5,197
$ 4,716(13)
Overall Surplus (Deficit) (millions)
$
(691)
$ (500)
$
88
$
683 $
98
$ (575)(13)
As % of Current GDP

(4.9)%
(3.3)%
0.5%
3.5% 0.4% n/a
Central Government Surplus (Deficit) (millions) $ (768)
$ (606)
$
36
$
240 $
64
$ (410)(9)
As % of Current GDP

(5.4)%
(3.9)%
0.2%
1.2% 0.3% n/a
Public Debt (6):

Internal Debt (millions)
$ 2,758
$ 2,652
$ 2,664
$ 2,195 $ 1,960
$ 2,048(13)
External Debt (millions)
$ 7,219
$ 7,580
$ 7,788
$ 8,276 $ 8,477
$ 9,054(13)
Total Public Debt (millions)
$ 9,977
$10,231
$ 10,453
$ 10,471 $ 10,438
$11,103(13)
Public Debt (as % of Current GDP)

Internal Debt

19.5%
17.1%
15.5%
11.3% 8.5% n/a
External Debt

50.9%
49.0%
45.4%
42.5% 36.7% n/a
Trade Data:

Exports (f.o.b.) Goods(7 )(millions)
$ 6,080
$ 7,375
$ 8,478
$ 9,334 $ 10,323
$ 5,116(9)
Imports (c.i.f.) Goods(7) (millions)
$ (7,617)
$ (8,933)
$(10,190) $(12,524) $(14,869) $ (7,776)(9)
Merchandise Trade Balance (millions)
$ (1,537)
$ (1,558)
$ (1,712) $ (3,190) $ (4,546) $ (2,660)(9)
Current Account Surplus (Deficit) (millions)
$ (1,003)
$ (1,022)
$
(527) $ (1,407) $ (2,677) $ (700)(9)
Overall Balance of Payments Surplus (Deficit)(8)
(millions)
$
(395)
$
675
$
172
$
622 $
585
$ 134.4(9)
Total Official Reserves(6 (m
)
illions)
$
624
$ 1,205
$ 1,328
$ 1,927 $ 2,417
$ 2,263(13)
n/a
Not available.
(*)
Most recent available figures are provided.
(R)
Revised figures.
(E)
Estimated figures.
(1)
All monetary amounts in millions of U.S. dollars at current prices, unless otherwise noted.
(2)
Constant GDP figures are based on 1996 constant dollars.
(3)
Including real estate, public administration, commerce, hotels and restaurants, financial services, the Colón Free Trade
Zone (or the "CFZ"), Panama Canal, transportation and communications and public utilities.
(4)
Including manufacturing, agriculture and construction.
(5)
Excluding interest on external debt.
(6)
At December 31 for each year indicated except for 2009 figures.
(7)
Including the CFZ.
(8)
Figures were calculated pursuant to the V Version of the Balance of Payments Manual prepared by the IMF.
(9)
As of June 30, 2009.
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(10) Calculated based on June 30, 2009 figures, as compared to June 30, 2008 figures.
(11) Calculated based on July 31, 2009 figures, as compared to July 31, 2008 figures.
(12) At August 31, 2009.
(13) As of September 30, 2009.
Sources: Directorate of Analysis and Economic Policies, Office of the Comptroller General, Banco Nacional de Panamá
("BNP") and Ministry of Economy and Finance.

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Table of Contents
The Global Bonds
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information
appearing elsewhere in this prospectus supplement and the accompanying prospectus.
Issuer
Republic of Panama.
Title of Security
5.200% Global Bonds due 2020.

Aggregate Principal Amount
$1,000,000,000.
Maturity Date
January 30, 2020.
Interest Rate
5.200% per annum, computed on the basis of a 360-day year, consisting of
twelve 30-day months.
Issue Price
99.796%, plus accrued interest, if any, from November 23, 2009.
Interest Payment Dates
January 30 and July 30 of each year, starting on July 30, 2010.
Denominations
The global bonds will be issued in denominations of $100,000 and integral
multiples of $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.

· The current economic crisis could have a material adverse effect on

Panama's economic performance, which may affect its ability to service its
public debt.
Form
The global bonds will be represented by one or more book-entry securities in
fully registered form, without coupons, which will be registered in the name of,
and deposited with a custodian for, The Depository Trust Company ("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 Global
Bonds" in this prospectus supplement.

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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.

Payment of Principal and Interest
Principal and interest on the global bonds will be payable in U.S. dollars or
other legal tender of the United States of America. As long as the global bonds
are in the form of book-entry securities, payment of principal and interest to
investors shall be made through the facilities of DTC.
Redemption or Sinking Fund
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. The global bonds will not be entitled to the benefit of
any sinking fund.
Ranking
The global bonds will constitute direct, unconditional and general obligations of
Panama and will rank equally in right of payment with all other indebtedness
issued in accordance with the fiscal agency agreement and with all other
unsecured and unsubordinated Indebtedness of Panama. Panama has pledged its
full faith and credit for the due and punctual payment of principal of and
premium and interest on the global bonds. See "Description of the Global
Bonds--General Terms of the Global Bonds" in this prospectus supplement and
"Debt Securities--Status of the Debt Securities" in the accompanying
prospectus.

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 outstanding global bonds. See "Description of the Global
Bonds--Default; Acceleration of Maturity" in this prospectus supplement.

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Collective Action Clauses
The global bonds will be designated Collective Action Securities and, as such,
will contain provisions regarding acceleration and voting on amendments,
modifications, changes and waivers that differ from those applicable to much of
Panama's outstanding Public External Indebtedness. The provisions described in
this prospectus supplement will be applicable to the global bonds. These
provisions are commonly referred to as "collective action clauses". Under these
provisions, Panama may amend certain key terms of the global bonds, including
the maturity date, interest rate and other payment terms, with the consent of the
holders of not less than 75% of the aggregate principal amount of the
outstanding global bonds. See "Description of the Global Bonds--Default;
Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus
supplement and "Collective Action Securities" in the accompanying prospectus.
Listing
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.
Fiscal Agent
The global bonds will be issued pursuant to a fiscal agency agreement, dated as
of September 26, 1997, as amended as of September 4, 2003, 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 Panamanian and United States tax 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 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.

Governing Law
The laws of the State of New York will be the governing law except with
respect to the authorization and execution of the global bonds, which will be
governed by the laws of the Republic of Panama.
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 (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. Panama may also consolidate
the additional debt securities to form a single series with the outstanding global
bonds. See "Description of the Global Bonds--Further Issues of the Global
Bonds" in this prospectus supplement and "Collective Action Securities" in the
accompanying prospectus.

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