Filed pursuant to Rule 433
Registration Statement 333-163050
Relating to Preliminary Prospectus Supplement dated November 16, 2009
Republic of Panama
Final Term Sheet
Issuer: Republic of Panama
Transaction: 5.200% Global Bonds due 2020
Distribution: SEC Registered
Amount Issued: U.S.$1,000,000,000 aggregate principal amount
Coupon: 5.200% (30/360-day count basis)
Maturity: January 30, 2020
Offering Price: 99.796% of principal amount plus accrued interest, if any from November 23, 2009.
Net Proceeds to the Issuer (before expenses and not including accrued interest): $997,210,000.
Yield to maturity: 5.224%
Spread to Benchmark Treasury: +187.5 basis points
Benchmark Treasury: 3.375% due November 2019
Benchmark Treasury Yield: 3.349%
Listing and Trading: Application will be made to list the global bonds on the Luxembourg Stock Exchange and to have the global bonds trade on the Euro MTF Market thereof.
Optional Redemption: Make-Whole call at Treasury + 35 basis points (at any time, from time to time, prior to maturity upon giving no less than 30 days’ and no more than 60 days’ notice).
Underwriting Fee: 0.075%
Form: Book-Entry Only, registered in the name of Cede & Co., as the nominee of DTC.
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Denominations: U.S.$ 100,000 and integral multiples of U.S.$ 1,000 in excess thereof.
Interest Payment Dates: January 30 and July 30
First Coupon Payment Date: July 30, 2010
Settlement: November 23, 2009
CUSIP: 698299 AX2
ISIN: US698299AX28
Underwriting: Under the terms and subject to the conditions contained in an Underwriting Agreement incorporated by reference in the Terms Agreement, dated November 16, 2009, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as the underwriters have agreed to purchase and the Republic of Panama has agreed to sell to the underwriters, the principal amount of the global bonds indicated below:
| Underwriters: | |||
Credit Suisse Securities (USA) LLC | $ | 500,000,000 | |
Deutsche Bank Securities Inc. | $ | 500,000,000 | |
Total | $ | 1,000,000,000 |
A preliminary prospectus supplement of the Republic of Panama accompanies the free-writing prospectus and is available from the SEC’s website athttp://sec.gov/Archives/edgar/data/76027/000119312509234987/d424b3.htm
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling, toll-free, Credit Suisse Securities (USA) LLC at1-(800) 221-1037or Deutsche Bank Securities Inc. at 1-(800) 503-4611.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or other notice was automatically generated as a result of this communication being sent via Bloomberg or another email system.
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