Exhibit U
*** NEW MANDATE: Republic of Panama | New PABONO 2031 & TAP GLOBAL 2050 ***
Issuer/Ticker: Republic of Panama
Expected Security Ratings*: Baa2 (STA) / BBB (STA) / BBB- (NEG) (Moody’s / S&P / Fitch)*
Expected Issue Ratings: Baa2 / BBB / BBB- (Moody’s / S&P / Fitch)*
Format: 144A / Reg S / GDN Wrapper | Global SEC-Registered
Ranking: Senior Unsecured
Currency: USD
Tenor/Maturity: 10-Year (June 2031) | 29-Year (April 16, 2050)
Transaction Size: USD Benchmark | USD Benchmark
Coupon: TBD | 4.500%
IPT’s: T + low 200 bps | T + 190 bps area
Amortization: Bullet | Soft Bullet (Three equal annual payments in 2048, 2049 and 2050)
Coupon Type Fixed-rate, payable on a semi-annual basis, based on a 30/360 day count convention
Optional Redemption: Not applicable | Make Whole Call & Par Call 6 months prior to maturity (October 16, 2049)
Denominations: US$ 1,000 x US$ 1,000 | US$ 200,000 x US$ 1,000
Use of Proceeds: Panama intends to use the net proceeds from the issuance of the Treasury Bonds (Pabonos) for general budgetary purposes and liability management | Panama intends to use the net proceeds from the issuance of the 2050 Global Bonds for general budgetary purposes
Listing: Panama Stock Exchange & GDNs Irish Stock Exchange | Luxembourg Stock Exchange (Euro MTF)
Expected Settlement: June 30th, 2021 (T+5)
Clearing: Euroclear and Latinclear, GDN through DTC | DTC
Governing Law: Panama Law | New York Law
Expected Timing: Today’s business (June 23, 2021)
Joint Initial Purchasers | Joint Bookrunners: HSBC / Santander / Scotiabank (B&D)
Local Broker Dealer: Valores Banistmo
* 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 independently of each other securities rating.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
OFFERS AND SALES OF THE TREASURY BONDS MAY BE MADE (1) ONLY TO QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND (2) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
A copy of offering memorandum for the Treasury Bonds may be obtained by contacting: HSBC Securities (USA) Inc., by calling +1 (888) HSBC-4LM (U.S. toll free); Santander Investment Securities Inc., by calling +1 (855) 404-3636 (U.S. toll free); Scotia Capital (USA) Inc., by calling +1 (833) 498-1660 (U.S. toll free); or, solely for investors within Panama, Valores Banistmo S.A., by calling + (507) 321 7458.
With respect to the 2050 Global Bonds, a preliminary prospectus supplement of the Republic of Panama is available from the SEC’s website at: https://www.sec.gov/Archives/edgar/data/0000076027/000119312521196800/d115383d424b3.htm .
The information in the preliminary prospectus supplement and in this announcement is not complete and may be changed. The preliminary prospectus supplement and this announcement are not offers to sell any securities and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.
The issuer has filed a registration statement (including a prospectus) with the SEC for the 2050 Global Bonds 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 SEC 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 HSBC Securities (USA) Inc., by calling +1 (888) HSBC-4LM (U.S. toll free); Santander Investment Securities Inc., by calling +1 (855) 404-3636 (U.S. toll free) or Scotia Capital (USA) Inc., by calling +1 (833) 498-1660 (U.S. toll free)
