SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 18-K/A
AMENDMENT NO. 3
For Foreign Governments and Political Subdivisions Thereof
ANNUAL REPORT
of the
REPUBLIC OF PANAMA
(Name of Registrant)
Date of end of last fiscal year: December 31, 2016
SECURITIES REGISTERED*
(As of the close of the fiscal year)
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| Title of Issue | | Amounts as to which registration is effective | | Names of exchanges on which registered |
N/A | | N/A | | N/A |
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Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
Emanuel González-Revilla
Ambassador of Panama
Embassy of Panama
2862 McGill Terrace, NW
Washington, D.C. 20008
It is requested that copies of notices and communications from the Securities and
Exchange Commission be sent to:
Eli Whitney Debevoise II, Esq.
Arnold & Porter Kaye Scholer LLP
601 Massachusetts Avenue, N.W.
Washington, D.C. 20001
| * | The Registrant is filing this annual report on a voluntary basis. |
REPUBLIC OF PANAMA (THE “REGISTRANT” OR “REPUBLIC”)
Reference is made to the registration statement of the Registrant filed with the Securities and Exchange Commission (the “Commission”) effective as of January 10, 2017 (Registration Statement No. 333-215316) and the registration statement of the Registrant filed with the Commission and effective as of April 4, 2018 (Registration Statement No. 333-223218) (collectively, the “Registration Statements”).
The purpose of this Amendment to the annual report of the Registrant on Form 18-K for the year ended December 31, 2016, as amended, is to file with the Commission: (i) the Recent Developments in the Republic as of April 9, 2018, included as Exhibit G hereof; (ii) the legal opinions included as Exhibits H and I in accordance with the Registrant’s undertaking in the Registration Statements to furnish copies of such legal opinions as may be required (including the opinion of the Procurador de la Administración) in connection with any issue of securities under the Registration Statements; (iii) a form of the Registrant’s 4.500% Global Bonds due 2050, included as Exhibit J hereof; and (iv) a conformed copy of the Terms Agreement, dated April 9, 2018, among the Republic, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., included as Exhibit K hereof.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at the City of Panama, Panama, on the 16th of April, 2018.
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| REPUBLIC OF PANAMA |
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| By: | | /s/ Gustavo A. Valderrama R. |
| Name: Gustavo A. Valderrama R. |
| Title: Vice Minister of Economy |
| of the Republic of Panama |
EXHIBIT INDEX
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Exhibit No. | | |
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| A: | | None |
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| B: | | None |
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| *C: | | Copy of the 2017 Annual Budget of the Republic (in Spanish. (P) (Rule 311) |
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| *D: | | Current Description of the Republic |
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| *E: | | Recent Developments in the Registrant as of February 26, 2018 |
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| *F: | | Recent Developments in the Registrant as of April 2, 2018 |
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| G: | | Recent Developments in the Registrant as of April 9, 2018 |
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| H: | | Opinion dated April 16, 2018 of Arnold & Porter Kaye Scholer LLP |
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| I: | | Opinion dated April 16, 2018 of the Procurador de la Administración |
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| J: | | Form of 4.500% Global Bonds due 2050 |
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| K: | | Terms Agreement, dated April 9, 2018, among the Republic, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. |
| (P) | Previous paper filing under cover of Form SE pursuant to Rules 306(c) of Regulation S-T |
