Obligation Paname 4.3% ( US698299BB98 ) en USD

Paname

100 % ▲

Panama

US698299BB98 ( en USD )

4.3% par an ( paiement semestriel )

28/04/2053

Prospectus brochure de l'obligation Panama US698299BB98 en USD 4.3%, échéance 28/04/2053

200 000 USD

1 750 000 000 USD

698299BB9

29/04/2026 ( Dans 46 jours )

L'Obligation émise par Paname ( Panama ) , en USD, avec le code ISIN US698299BB98, paye un coupon de 4.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/04/2053

Final Prospectus Supplement
424B5 1 d832761d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to 424(b)(5)
File No. 333-234067

PROSPECTUS SUPPLEMENT
To prospectus dated October 9, 2019

U.S.$1,300,000,000
Republic of Panama
U.S.$300,000,000 3.160% Global Bonds due 2030
U.S.$1,000,000,000 4.30% Global Bonds due 2053

The Republic of Panama (the "Republic" or "Panama") will pay interest on the 3.160% Global Bonds due 2030 (the "2030 bonds") on January 23 and July 23 of each year, commencing on January 23, 2020 and on the 4.30% Global Bonds due
2053 (the "2053 bonds", and together with the 2030 bonds, the "global bonds") on April 29 and October 29 of each year, commencing on April 29, 2020. Panama will pay the principal of the 2053 bonds in three equal installments on April 29 of each
year commencing on April 29, 2051. The 2030 bonds will mature on January 23, 2030 and the 2053 bonds will mature on April 29, 2053. The 2030 bonds will be unsubordinated, unsecured (subject to the provisions in the 2030 bonds providing for
securing such obligations in the event certain other obligations of Panama are secured), direct, unconditional and general obligations of Panama. The 2030 bonds will be designated Equal Ranking Securities and, as such, the 2030 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 2030
bonds ratably with payments being made under any other public indebtedness. Panama has pledged its full faith and credit for the due and punctual payment of principal and interest on the 2030 bonds and all obligations of Panama in respect of the
2030 bonds. The 2053 bonds will not be designated Equal Ranking Securities and, as such, the 2053 bonds will constitute direct, unsecured (subject to the provisions in the 2053 bonds providing for securing such obligations in the event certain
other obligations of Panama are secured), 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. The full faith and credit of the Republic of Panama is pledged for the due and punctual payment of all of the 2053 bonds and for the due and timely payment of all obligations of Panama in respect of the
2053 bonds. See "Debt Securities--Status of the Debt Securities" in the accompanying prospectus.
The 2030 bonds will be a further issuance of, and will be consolidated to form a single series with, the outstanding U.S.$1,250,000,000 aggregate principal amount of Panama's 3.160% Global Bonds due 2030 that were previously issued on
July 23, 2019, and will be fully fungible with the outstanding 2030 bonds. The total aggregate principal amount of the previously issued 2030 bonds and the 2030 bonds now being issued will be U.S.$1,550,000,000.
The 2053 bonds will be a further issuance of, and will be consolidated to form a single series with, the outstanding U.S.$750,000,000 aggregate principal amount of Panama's 4.30% Global Bonds due 2053 that were previously issued on
April 29, 2013, and will be fully fungible with the outstanding 2053 bonds. The total aggregate principal amount of the previously issued 2053 bonds and the 2053 bonds now being issued will be U.S.$1,750,000,000.
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 2030 Bonds--Optional Redemption" and
"Description of the 2053 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 2030 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, which includes the 2053 bonds. Under these provisions, which are described under "Description of the 2030 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 2030 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.
The 2053 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 2053 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 2053 bonds and certain other terms with the consent of the holders of 75% of the aggregate principal amount of the outstanding
2053 bonds.
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-9 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, as amended.
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, November 26, 2019.

Proceeds to the Republic

Price to Public(1)
Underwriting Discount
before expenses

Per 2030 bond

102.799%

0.065%

102.734%
Total for 2030 bonds

U.S.$ 308,397,000
U.S$
195,000
U.S$
308,202,000
Per 2053 bond

113.180%

0.065%

113.115%
Total for 2053 bonds

U.S.$ 1,131,800,000
U.S.$
650,000
U.S.$
1,131,150,000
(1) Plus accrued interest, (i) with respect to the 2030 bonds, totaling U.S.$3,239,000 or approximately U.S.$10.80 per U.S.$1,000 in principal amount of bonds from July 23, 2019 to November 26, 2019, the date the Republic expects to deliver
the 2030 bonds offered by this prospectus supplement, and additional interest, if any, from November 26, 2019 and (ii) with respect to the 2053 bonds, totaling U.S.$3,225,000 or approximately U.S.$3.23 per U.S.$1,000 in principal amount of
bonds from October 29, 2019 to November 26, 2019 , the date the Republic expects to deliver the 2053 bonds offered by this prospectus supplement, and additional interest, if any, from November 26, 2019.

Joint Book-Running Managers

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Final Prospectus Supplement
BofA Securities

Scotiabank
The date of this prospectus supplement is November 19, 2019
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, 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-4
Risk Factors
S-9
Incorporation by Reference
S-12
Use of Proceeds
S-13
Recent Developments
S-14
Description of the 2030 Bonds
S-17
General Terms of the 2030 Bonds
S-17
Optional Redemption of the 2030 Bonds
S-18
Payments of Principal and Interest
S-19
Events of Default; Acceleration of Maturity
S-20
Fiscal Agent
S-20
Paying Agents; Transfer Agents; Registrar
S-21
Definitive 2030 Bonds
S-21
Notices
S-21
Further Issues of the 2030 Bonds
S-21
Meetings, Amendments and Waivers
S-22
Certain Amendments Not Requiring Holder Consent
S-24
Purchase of 2030 Bonds by Panama
S-25
Governing Law
S-25
Listing
S-25
Description of the 2053 Bonds
S-26
General Terms of the 2053 Bonds
S-26
Optional Redemption of the 2053 Bonds
S-27
Payments of Principal and Interest
S-28
Default; Acceleration of Maturity
S-28
Fiscal Agent
S-29
Paying Agents; Transfer Agents; Registrar
S-29
Definitive 2053 Bonds
S-29
Notices
S-30
Further Issues of the 2053 Bonds
S-30
Amendments and Waivers
S-30
Purchase of 2053 Bonds by Panama
S-32
Listing
S-32

S-i
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Final Prospectus Supplement
Table of Contents

Page
Global Clearance and Settlement
S-33
Taxation
S-36
Underwriting (Conflicts of Interest)
S-42
Validity of the Global Bonds
S-52
Official Statements and Documents
S-52
General Information
S-53
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 Securityholders

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 Statements No. 333-223218
and 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
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Final Prospectus Supplement
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 (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.

S-iii
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.
PRIIPs Regulation / Prohibition of sales to EEA 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"). 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 2016/97/EC (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
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Final Prospectus Supplement
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 Regulation (EU) 2017/1129 (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
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.$10,025.4. 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.

S-1
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Final Prospectus Supplement
Table of Contents
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, universal suffrage for five-year terms. Municipalities levy and
collect municipal taxes and adopt their own budgets for financing local projects.
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 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 2014 through 2018:

2014

2015

2016(P)

2017(E)

2018(E)
Economic Data:

GDP (millions, nominal dollars)

$ 49,921

$ 54,092

$ 57,958

$ 62,284

$ 65,055
GDP (millions, constant dollars)(2)

$ 34,404

$ 36,376

$ 38,183

$ 40,215

$ 41,693
GDP (% change, constant dollars)(2)

5.1%

5.7%

5.0%

5.3%

3.7%
Service Sector (% change, constant dollars)(2)(3)

3.6%

4.4%

4.7%

5.1%

4.3%
Other (% change, constant dollars)(2)(4)

9.1%

8.8%

5.8%

5.9%

2.4%
GDP Per Capita (constant dollars)(2)

$ 8,792

$ 9,150

$ 9,458

$ 9,813

$ 10,025
Population (millions)

3.91

3.98

4.04

4.10

4.16
CPI--Period Average (% change)

2.6%

0.2%

0.7%

0.9%

0.8%
Unemployment

4.8%

5.1%

5.5%

6.1%

6.0%
Public Finance:

Total Consolidated Non-Financial Public Sector Revenues
(millions)

$ 10,225

$ 10,701

$ 11,647

$ 12,442

$ 12,816
Total Consolidated Non-Financial Public Sector Expenditures
(millions)(5)

$ 11,788

$ 11,909

$ 12,700

$ 13,602

$ 14,155
Overall Surplus (Deficit) (millions)

$ (1,563)
$ (1,208)
$ (1,053)
$ (1,160)
$ (1,339)
As % of Current GDP

(3.1)%

(2.2)%

(1.8)%

(1.9)%

(2.0)%
Central Government Surplus (Deficit) (millions)

$ (1,945)
$ (2,010)
$ (2,203)
$ (1,942)
$ (1,859)
As % of Current GDP

(3.9)%

(3.7)%

(3.8)%

(3.1)%

(2.8)%
Public Debt (at December 31):

Internal Debt (millions)

$ 3,879

$ 4,573

$ 4,700

$ 4,984

$ 5,112
External Debt (millions)

$ 14,352

$ 15,648

$ 16,902

$ 18,390

$ 20,575
Public Debt (as % of Current GDP)

Internal Debt

7.8%

8.5%

8.1%

8.0%

7.9%
External Debt

28.7%

28.9%

29.2%

29.5%

31.6%
Total Public Debt (millions)

$ 18,231

$ 20,222

$ 21,602

$ 23,374

$ 25,687
Trade Data:

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

$ 14,972

$ 12,784

$ 11,687

$ 12,474

$ 13,356
Imports (c.i.f.) Goods(6)(7) (millions)

$(25,795)
$(22,487)
$(20,699)
$(22,298)
$(23,969)
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Final Prospectus Supplement
Goods Trade Balance(7) (millions)

$(10,823)
$ (9,721)
$ (9,012)
$ (9,824)
$(10,613)
Current Account Surplus(7) (Deficit) (millions)

$ (6,679)
$ (4,274)
$ (4,634)
$ (4,941)
$ (5,067)
Overall Balance of Payments Surplus (Deficit)(7) (millions)

$
397

$
(984)
$ 1,327

$ (1,296)
$
(455)
Total Official Reserves (at December 31) (millions)

$ 3,509

$ 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 fifth edition of the IMF Balance of Payments Manual.
Sources: Directorate of Analysis and Economic Policies, Office of the Comptroller General, Banco Nacional de Panamá ("BNP") and Ministry of
Economy and Finance.

S-3
Table of Contents
The Global Bonds

Issuer
Republic of Panama.
Securities Offered
3.160% Global Bonds due 2030.
4.30% Global Bonds due 2053.
Aggregate Principal Amount
For the 2030 bonds: U.S.$300,000,000
For the 2053 bonds: U.S.$1,000,000,000
Maturity Date
For the 2030 bonds: January 23, 2030.
For the 2053 bonds: April 29, 2053.
Amortization of Principal
Panama will pay the principal of the 2030 bonds in a single installment on January 23, 2030.
Panama will pay the principal of the 2053 bonds in three equal installments on April 29 of each
year, commencing on April 29, 2051.
Issue Price
For the 2030 bonds: U.S.$1,027.99 per U.S.$1,000 principal amount plus accrued interest totaling
U.S.$3,239,000 or U.S.$10.80 per U.S.$1,000 principal amount of 2030 bonds from July 23, 2019,
to but not including November 26, 2019, the date Panama expects to deliver the bonds offered by
this prospectus supplement, and additional interest, if any, from November 26, 2019.
For the 2053 bonds: U.S.$1,131.80 per U.S.$1,000 principal amount plus accrued interest totaling
U.S.$3,225,000 or U.S.$3.23 per U.S.$1,000 principal amount of 2053 bonds from October 29,
2019, to but not including November 26, 2019, the date Panama expects to deliver the bonds
offered by this prospectus supplement, and additional interest, if any, from November 26, 2019.
Interest Rate
For the 2030 bonds: 3.160% per annum, computed on the basis of a 360-day year, consisting of
twelve 30-day months.
For the 2053 bonds: 4.30% per annum, computed on the basis of a 360-day year, consisting of
twelve 30-day months.
Interest Payment Dates
For the 2030 bonds: Semi-annually in arrears on January 23 and July 23 of each year. The first
interest payment for the 2030 bonds will be on January 23, 2020, and such payment will include
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interest from July 23, 2019.
For the 2053 bonds: Semi-annually in arrears on April 29 and October 29 of each year. The first
interest payment for the 2053 bonds will be on April 29, 2020, and such payment will include
interest from October 29, 2019.

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Single Series
The 2030 bonds will be a further issuance of, and will be consolidated to form a single series with,
the outstanding U.S.$1,250,000,000 aggregate principal amount of Panama's outstanding 3.160%
Global Bonds due 2030 that were previously issued on July 23, 2019, and will be fully fungible
with the previously issued 2030 bonds.

The 2053 bonds will be a further issuance of, and will be consolidated to form a single series with,
the outstanding U.S.$750,000,000 aggregate principal amount of Panama's outstanding 4.30%
Global Bonds due 2053 that were previously issued on April 29, 2013, and will be fully fungible
with the previously issued 2053 bonds.
Use of Proceeds
The net proceeds from the sale of the global bonds, excluding accrued interest, will be
approximately U.S.$1,438,963,000 after deduction of the underwriting discounts and the net
expenses payable by Panama, estimated to be U.S.$389,000. Panama intends to use the net
proceeds of the offering for general budgetary purposes.
Aggregated Collective Action Clauses
The 2030 bonds will be designated Aggregated Collective Action Securities and, as such, will
contain provisions regarding future modifications to the terms of the 2030 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 2030 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
2030 bonds, including the maturity date, interest rate and other payment terms, without your
consent.
Collective Action Securities
The 2053 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 2053 Bonds
--Default; Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus
supplement, the Republic may amend the payment provisions of the 2053 bonds and certain other
terms with the consent of the holders of 75% of the aggregate principal amount of the outstanding
2053 bonds.
Optional Redemption
The 2030 bonds will be subject to redemption at the option of Panama before maturity. See
"Description of the 2030 Bonds--Optional Redemption" in this prospectus supplement.
The 2053 bonds will be subject to redemption at the option of Panama before maturity. See
"Description of the 2053 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.

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Status
The 2030 bonds will be unsubordinated, unsecured (subject to the provisions in the 2030 bonds
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providing for securing such obligations in the event certain other obligations of Panama are
secured), direct, unconditional and general obligations of Panama. The 2030 bonds will be
designated Equal Ranking Securities and, as such, the 2030 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 2030 bonds ratably with payments being made under any
other public indebtedness. Panama has pledged its full faith and credit for the due and punctual
payment of principal and interest on the 2030 bonds and all obligations of Panama in respect of the
2030 bonds. See "Debt Securities--Status of the Debt Securities" in the accompanying prospectus.

The 2053 bonds will not be designated Equal Ranking Securities and, as such, the 2053 bonds will
constitute direct, unsecured (subject to the provisions in the 2053 bonds providing for securing
such obligations in the event certain other obligations of Panama are secured), 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. The full faith and credit of the Republic of Panama is
pledged for the due and punctual payment of all of the 2053 bonds and for the due and timely
payment of all obligations of Panama in respect 2053 bonds. See "Debt Securities--Status of the
Debt Securities" in the accompanying prospectus.
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 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. See "Description
of the 2030 Bonds--Further Issues of the 2030 Bonds", "Description of the 2030 Bonds--
Meetings, Amendments and Waivers", and "Description of the 2053 Bonds--Further Issues of the
2053 Bonds" 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
2030 Bonds--Definitive 2030 Bonds" and "Description of the 2053 Bonds--Definitive 2053
Bonds" and 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 ("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.
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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, and for purposes
of the 2030 bonds only, 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.
Taxation
For a discussion of certain Panama and United States federal income 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 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 2030 Bonds-- Events of Default; Acceleration of Maturity" and
"Description of the 2053 Bonds-- Events of Default; Acceleration of Maturity" in this prospectus
supplement.

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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
For the 2030 bonds:
CUSIP: 698299 BK9
ISIN: US698299BK97
Common Code: 203427794
For the 2053 bonds:
CUSIP: 698299 BB9
ISIN: US698299BB98
Common Code: 092395154
Risk Factor
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;

· ?certain economic risks are inherent in any investment in an emerging market country such
as Panama;

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Document Outline

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