Obligation Paname 4.5% ( US698299BH68 ) en USD

Paname

79.86 % ▲

Panama

US698299BH68 ( en USD )

4.5% par an ( paiement semestriel )

15/04/2050

Prospectus brochure de l'obligation Panama US698299BH68 en USD 4.5%, échéance 15/04/2050

698299BH6

16/04/2026 ( Dans 33 jours )

L'Obligation émise par Paname ( Panama ) , en USD, avec le code ISIN US698299BH68, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2050

Final Prospectus Supplement
424B5 1 d565105d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Filed pursuant to 424(b)(5)
File No. 333-223218
PROSPECTUS SUPPLEMENT
To prospectus dated April 4, 2018

U.S.$1,200,000,000
Republic of Panama
4.500% Global Bonds due 2050

The Republic of Panama (the "Republic" or "Panama") will pay interest on the 4.500% Global Bonds due 2050 (the "global bonds") on April 16 and October 16 of each year,
commencing on October 16, 2018. Panama will pay the principal of the global bonds in three equal annual installments on April 16 of each year, commencing on April 16, 2048.
The global bonds will mature on April 16, 2050. 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.

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 April 4, 2018 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
16, 2018.

Per Global Bond

Total

Public Offering Price(1)

99.569%
U.S.$1,194,828,000
Underwriting Discount

0.060%
U.S.$
720,000
Proceeds to the Republic of Panama

99.509%
U.S.$1,194,108,000

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Final Prospectus Supplement
(1)
Plus accrued interest, if any, from April 16, 2018.

Citigroup

Deutsche Bank Securities
The date of this prospectus supplement is April 9, 2018
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-5
Risk Factors
S-9
Incorporation by Reference
S-12
Use of Proceeds
S-13
Recent Developments
S-14
Certain Benefit Plan Considerations
S-32
Description of the Global Bonds
S-33
General Terms of the Global Bonds
S-33
Optional Redemption
S-34
Payments of Principal and Interest
S-35
Events of Default; Acceleration of Maturity
S-36
Fiscal Agent
S-37
Paying Agents; Transfer Agents; Registrar
S-37
Definitive Bonds
S-37
Notices
S-37
Further Issues of the Global Bonds
S-38
Meetings, Amendments and Waivers
S-38
Certain Amendments Not Requiring Holder Consent
S-41
Purchase of Global Bonds by Panama
S-41
Governing Law
S-41
Listing
S-41
Global Clearance and Settlement
S-42
Taxation
S-45
Underwriting (Conflicts of Interest)
S-51
Validity of the Global Bonds
S-60
Official Statements and Documents
S-60
General Information
S-61

S-i
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PROSPECTUS
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Final Prospectus Supplement

Page
Where You Can Find More Information

2
Data Dissemination

3
Use of Proceeds

3
Debt Securities

3
Collective Action Securities

16
Aggregated Collective Action Securities.

19
Warrants

26
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

31

S-ii
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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. 333-215316
and No. 333-223218 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
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
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Final Prospectus Supplement
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
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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 2002/92/EC (the "Insurance Mediation Directive"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II. 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 Directive 2003/71/EC (as amended, the "Prospectus Directive") 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 Directive.

S-iv
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SUMMARY
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Final Prospectus Supplement
This summary should be read as an introduction to this prospectus supplement and the accompanying prospectus. Any decision to invest
in the global bonds by an investor should be based on consideration of this prospectus supplement and the accompanying prospectus as a whole.
The Issuer
Overview
Panama is located on the narrowest point of the Central American isthmus, which connects the continents of North America and South America.
It has a coastline of approximately 1,868 miles on the Caribbean Sea and Pacific Ocean, and is bordered on the east by Colombia and on the west by
Costa Rica. Panama has a national territory of approximately 29,157 square miles situated within its coastline and 345 miles of land borders, and
includes numerous coastal islands. The Panama Canal, which connects the Atlantic and Pacific Oceans, bisects the country running northwest to
southeast.
As of December 31, 2017, Panama had an estimated population of 4.1 million and a population density of 55.2 people per square kilometer. The
Panama Province, the Republic's largest province, is estimated to have comprised 52.4% of Panama's total population, and the Colón Province,
located at the northern terminus of the Panama Canal, is estimated to have comprised 7.0% of the total population, at that date.
Government
Panama is a republic with a representative form of government. In 1972, the original version of the current Constitution was adopted (the fourth
in Panama's history), setting forth the structure of the Government, individual and collective rights and duties, and the division of powers among the
executive, legislative and judicial branches.
Executive power is vested in the President and the presidentially appointed Ministers, who constitute the Cabinet. The President and the Vice
President are each elected by direct, universal suffrage for a term of five years. The President and the Vice President may not be reelected to the same
office within ten years after the expiration of their term. In the event the President is unable to finish a term, the Vice President would succeed to the
presidency.
National legislative power is vested in the National Assembly (the "Assembly"), Panama's unicameral legislative body. The number of electoral
circuits, each comprising an average of approximately 57,000 persons, determines the number of legislators; the Assembly currently has 71 seats. The
full Assembly is elected by universal suffrage every five years. Members of the Assembly are not subject to limits on the number of terms in office to
which they may be elected. The Assembly has, among other powers, the authority to enact legislation, ratify treaties, approve the budget and ratify the
appointment of the Comptroller General, the Attorney General and justices of the Supreme Court of Justice, referred to as the Supreme Court.
Judicial power is vested in the Supreme Court and various lower tribunals. The President appoints the nine justices of the Supreme Court for
staggered ten-year terms, subject to ratification by the Assembly. Lower court judges are appointed by the Supreme Court. The judicial branch
prepares its own budget and sends it to the executive branch for inclusion in the general budget presented to the Assembly for approval. The Supreme
Court is the final court of appeal and has the power to declare null and void laws, regulations or other acts of the executive or legislative branches that
conflict with the Constitution.

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

S-2
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Selected Panamanian Economic Indicators (1)
The following table sets forth Panama's principal economic indicators for the years 2013 through 2017:

2013(R)

2014(R)

2015(P)

2016(E)

2017(E)
Economic Data:

GDP (millions, nominal dollars)

$ 45,600

$ 49,921

$ 54,316

$ 57,821

$ 61,838
GDP (millions, constant dollars)(2)

$ 32,745

$ 34,404

$ 36,322

$ 38,134

$ 40,177
GDP (% change, constant dollars)(2)

6.9%

5.1%

5.6%

5.0%

5.4%
Service Sector (% change, constant dollars)(2)(3)

3.8%

3.6%

4.1%

4.6%

5.4%
Other (% change, constant dollars)(2)(4)

16.1%

9.1%

9.2%

6.0%

5.3%
GDP Per Capita (constant dollars)(2)

$ 8,504

$ 8,792

$ 9,137

$ 9,446

$ 9,804
Population (millions)

3.85

3.91

3.98

4.04

4.10
CPI Period Average (% change)

4.0%

2.6%

0.2%

0.7%

0.9%
Unemployment

4.1%

4.8%

5.1%

5.5%

6.1%
Public Finance:

Total Consolidated Non-Financial Public Sector

Revenues (millions)

$ 9,950

$ 10,225

$ 10,701

$ 11,647

$ 12,432
Total Consolidated Non-Financial Public Sector

Expenditures (millions)(5)

$ 10,976

$ 11,788

$ 11,909

$ 12,700

$ 13,436
Overall Surplus (Deficit) (millions)

$ (1,026)
$ (1,563)
$ (1,208)
$ (1,053)
$ (1,004)
As % of Current GDP

(2.41)%

(3.18)%

(2.32)%

(1.91)%

(1.71)%
Central Government Surplus (Deficit) (millions)

$ (1,690)
$ (1,945)
$ (2,010)
$ (2,203)
$ (2,203)
As % of Current GDP

(3.96)%

(3.96)%

(3.86)%

(3.99)%

(3.99)%
Public Debt (at December 31):

Internal Debt (millions)

$ 3,453

$ 3,879

$ 4,573

$ 4,700

$ 4,984
External Debt (millions)

$ 12,231

$ 14,352

$ 15,648

$ 16,902

$ 18,390
Public Debt (as % of Current GDP)

Internal Debt

7.57%

7.77%

8.42%

8.13%

8.06%
External Debt

26.82%

28.75%

28.81%

29.23%

29.74%
Total Public Debt (millions)

$ 15,684

$ 18,231

$ 20,222

$ 21,602

$ 23,374
Trade Data:

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

$ 17,059

$ 14,972

$ 12,784

$ 11,705

$ 12,474
Imports (f.o.b.) (Goods)(6)(7) (millions)

$(26,505)
$(25,795)
$(22,487)
$(20,513)
$(21,912)
Merchandise Trade Balance(7) (millions)

$ (9,446)
$(10,823)
$ (9,721)
$ (8,808)
$ (9,437)
Current Account Surplus(7) (Deficit) (millions)

$ (4,151)
$ (6,679)
$ (4,274)
$ (3,160)
$ (3,036)
Overall Balance of Payments Surplus (Deficit)(7)

(millions)

$
(110)
$
397

$
(984)
$ 1,327

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

$ 2,412

$ 3,509

$ 3,045

$ 3,540

$ 2,339

(R)
Revised figures.
(P)
Preliminary figures unless marked otherwise.
(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 Colón Free Trade Zone (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.
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Final Prospectus Supplement

S-3
Table of Contents
(7)
Figures have been calculated pursuant to the fifth edition of the Balance of Payments Manual prepared by the IMF.
Sources: Directorate of Analysis and Economic Policies, Office of the Comptroller General, Banco Nacional de Panamá ("BNP") and Ministry of
Economy and Finance.

S-4
Table of Contents
The Global Bonds

Issuer
Republic of Panama

Securities Offered
4.500% Global Bonds due 2050

Aggregate Principal Amount
U.S.$1,200,000,000

Maturity Date
April 16, 2050

Amortization of Principal
Panama will pay the principal of the global bonds in three equal annual installments on
April 16 of each year, commencing on April 16, 2048.

Issue Price
U.S.$995.69 per U.S.$1,000 principal amount plus accrued interest, if any, from April 16,
2018.

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 16 and October 16 of each year. The first interest payment
for the global bonds will be on October 16, 2018, and such payment will include interest
from April 16, 2018.

Use of Proceeds
The net proceeds from the sale of the global bonds will be approximately
U.S.$1,193,732,000 after deduction of the underwriting discount and the net expenses
payable by Panama, estimated to be U.S.$376,000. Panama intends to use the net proceeds of
the offering (i) in part, for the refinancing, repurchase and retirement of domestic and
external indebtedness of Panama and (ii) 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
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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

S-5
Table of Contents
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.

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 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

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Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream
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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.

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 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
ISIN: US698299BH68 Common Code: 180847197
CUSIP: 698299 BH6

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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;

· 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
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servicing Panama's debt; and

· 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.

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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.
Investing in an emerging market country such as Panama carries economic risks. These risks include many different factors that may affect Panama's
economic results, including the following:

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

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