[Letterhead of Arnold & Porter LLP]
February 26, 2015
BY EDGAR AND E-MAIL
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Sandra B. Hunter
Staff Attorney
Office of International Corporate Finance
| Re: | Republic of Panama |
| Registration Statement under Schedule B |
| Filed February 19, 2015 |
| File No. 333-202178 |
Form 18-K for Fiscal Year Ended December 31, 2013, as amended
Filed September 30, 2014, as amended February 19, 2015
File No. 333-07558
Ladies and Gentleman:
This letter responds to the comments of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated February 26, 2015 (the “Comment Letter”) with respect to the above-referenced Registration Statement (the “Registration Statement”) and Annual Report on Form 18-K (the “18-K”), as amended. On behalf of the Republic of Panama (the “Republic”), we are responding to the Comment Letter, as set forth below.
Registration Statement under Schedule B
General
| 1. | In connection with future takedowns, please provide disclosure on the cover page of the pricing supplement regarding the inclusion of “collective action clauses” in the debt securities to be issued. |
The Republic of Panama (referred to as Panama) has since the introduction in 2003 of “collective action clauses” in its securities registered with the Commission provided disclosure on the cover page of the pricing supplements regarding the inclusion of collective action clauses in the debt securities to be issued. In accordance with the terms of the base prospectus included with Registration Statement No. 333-202178, in particular page 4 thereof, Panama will indicate on the cover page of the pricing supplement for any securities to be issued whether such securities are Collective Action Securities or Aggregated Collective Actions Securities, as those terms are defined in the base prospectus.
We are grateful for your assistance in this matter. If you have any additional comments or questions, please do not hesitate to contact the undersigned at (202) 942-5042.
Sincerely,
/s/ Whitney Debevoise
E. Whitney Debevoise
