Panama Republic Of FWP Free writing prospectus

Filed pursuant to Rule 433

Registration Statement 333-234067

Relating to Preliminary Prospectus Supplement dated September 22, 2020

Republic of Panama

U.S.$1,000,000,000 3.870% Global Bonds due 2060

September 22, 2020

Issuer:	Republic of Panama (“Panama”)
Transaction:	3.870% Global Bonds due 2060 (the “2060 Global Bonds”)
Distribution:	SEC Registered
Ranking:	Unsecured
Expected Ratings*:	Baa1/BBB+/BBB by Moody’s, S&P, and Fitch (stable from Moody’s and negative for S&P and Fitch)
Amount Issued:	U.S.$1,000,000,000 aggregate principal amount
Coupon:	3.870% (30/360 day count basis)
Maturity:	July 23, 2060, Panama will pay the principal amount of the 2060 Global Bonds in three equal annual installments on July 23 of each year, commencing on July 23, 2058.
Offering Price:	112.915% of principal amount plus accrued interest totaling U.S.$7,095,000, or U.S.$7.095 per U.S.$1,000 principal amount of the 2060 Global Bonds, from July 23, 2020, to, but not including, September 29, 2020, plus accrued interest, if any, from September 29, 2020.
Gross Proceeds to the Issuer (before fees and expenses and excluding accrued interest):	U.S.$1,129,150,000
Re-offer Yield:	3.278%
Spread to Benchmark Treasury:	185 basis points
Benchmark Treasury:	T 1.25% due May, 15 2050
Benchmark Treasury Price and Yield:	95-23; 1.428%
Reopening:	The 2060 Global Bonds constitute a further issuance of, and will form a single series with, the U.S.$750,000,000 aggregate principal amount of Panama’s 3.870% Global Bonds due 2060 issued on July 23, 2019.
Listing and Trading:	Application will be made to list the 2060 Global Bonds on the Official List of the Luxembourg Stock Exchange and to have the 2060 Global Bonds admitted to trading on the Euro MTF Market.
Optional Redemption:	Prior to January 23, 2060 (six months prior to the maturity date of the 2060 Global Bonds), the 2060 Global Bonds will be redeemable, in whole or in part, at any time and from time to time, at Panama’s option, on not less than 30 nor more than 60 days’ notice, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2060 Global Bonds being redeemed and (2) the sum of the present values of the remaining

	scheduled payments of principal and interest on the 2060 Global Bonds being redeemed (excluding the portion of any such interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield (as defined in the preliminary prospectus supplement), plus 20 basis points, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time on or after January 23, 2060 (six months prior to the maturity date of the 2060 Global Bonds), the 2060 Global Bonds will be redeemable, in whole or in part at any time and from time to time, at Panama’s option, on not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2060 Global Bonds to be redeemed, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the date of redemption.
Use of Proceeds:	Panama will use the proceeds from the 2060 Global Bonds, for general budgetary purposes and liability management transactions.
Governing Law:	State of New York
Underwriting Fee:	0.065%
Form:	Book-Entry Only, registered in the name of Cede & Co., as the nominee of DTC
Denominations:	U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
Interest Payment Dates:	January 23 and July 23
First Coupon Payment Date:	January 23, 2021
Settlement Date:	September 29, 2020 (T + 5)
CUSIP/ISIN:	698299 BL7/US698299BL70

Under the terms and subject to the conditions contained in an Underwriting Agreement incorporated by reference in the Terms Agreement, dated September 22, 2020, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as the underwriters have agreed to purchase and the Republic of Panama has agreed to sell to the underwriters, the principal amount of the 2060 Global Bonds indicated below:

Underwriters:

Citigroup Global Markets Inc.	U.S.$	500,000,000
Goldman Sachs & Co. LLC	U.S.$	500,000,000
Total	U.S.$	1,000,000,000

The following definition supersedes the “Comparable Treasury Issue” definition on page S-17 of the preliminary prospectus supplement.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker appointed by Panama having an actual or interpolated maturity comparable to the Weighted Average Life of the 2060 bonds to be redeemed or such other maturity as would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of investment grade debt securities of a comparable maturity to the Weighted Average Life of the 2060 bonds.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating.

A preliminary prospectus supplement of the Republic of Panama accompanies the free-writing prospectus and is available from the SEC’s website at https://www.sec.gov/Archives/edgar/data/76027/000119312520250706/d83953d424b3.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, Citigroup Global Markets Inc. at +1 (800) 831-9146 or Goldman Sachs & Co. LLC at +1 (800) 828-3182.

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.