Republic of Panama Announces Invitation to Submit Offers to Sell for Cash

PANAMA CITY, Nov. 14, 2013 /PRNewswire/ -- The Republic of Panama ("Panama") announced today an invitation (the "Cash Invitation") to eligible holders of its 7.250% Global Bonds due 2015 (ISIN:  US698299AU88; CUSIP:  698299AU8; Common Code: 020635525) (the "2015 Bonds") to submit offers to sell the 2015 Bonds for cash, upon the terms and subject to the conditions described in the invitation document dated November 14, 2015 (the "Cash Invitation Document").  Holders of the 2015 Bonds located or resident in certain non-U.S. jurisdictions  may not participate in the Cash Invitation before confirming their status as qualified investors or that they meet other eligibility standards.

The aggregate principal amount of the 2015 Bonds outstanding is U.S.$962,395,000.  Panama reserves the right to determine, in its sole discretion and subject to the satisfaction or waiver of the Financing Condition, the aggregate principal amount of 2015 Bonds that it will accept pursuant to the Cash Invitation.  The Cash Invitation will commence on November 14, 2013, and expire at 5:00 P.M., New York City time, on November 19, 2013, unless extended or earlier terminated by Panama (the "Expiration Date"). 

The cash amount that will be paid for each U.S.$1,000 principal amount of the 2015 Bonds sold pursuant to the Cash Invitation will be U.S.$ 1,091.61, plus accrued and unpaid interest.  

The Cash Invitation is conditioned upon the settlement of an issue of local Panamanian bonds or another financing, or a combination thereof , in any such case in an amount and on terms and conditions satisfactory to Panama (the "Financing Condition"), and which Panama may in its sole discretion waive.

At or around 8:00 A.M., New York City time, on November 21, 2013, or as soon as possible thereafter, Panama will announce whether it expects to accept any offers to sell the 2015 Bonds and if so, the preliminary aggregate principal amount of the 2015 Bonds it will accept for purchase and preliminary information with respect to proration, in each case subject to the satisfaction or waiver of the Financing Condition. Panama reserves the right in its sole discretion not to accept any offers to sell 2015 Bonds.

At or around 11:59 A.M., New York City time, on November 26, 2013, or as soon as possible thereafter, Panama will announce whether the Financing Condition has been satisfied or waived and, accordingly, whether it will purchase 2015 Bonds pursuant to the Cash Invitation, and if so, the final aggregate principal amount of the 2015 Bonds it will accept for purchase and final information with respect to proration.

Panama, in its sole and absolute discretion, may accept all, some, or no offers to sell the 2015 Bonds.

The settlement date for the 2015 Bonds purchased pursuant to the Cash Invitation is currently expected to be November 26, 2013. 

Panama reserves the right, on or prior to the Expiration Date and in its sole discretion, to extend, amend or terminate the Cash Invitation.  Any such extension, amendment or termination will be announced by Panama by press release issued to PRNewswire (or other appropriate international news service), no later than 9:00 A.M., New York City time, on the business day following such extension, amendment or termination. The early termination or duration of any extension shall be within Panama's sole and absolute discretion.  If extended, the final day of such extension period shall be the new Expiration Date.

Further Information

The Cash Invitation is being made pursuant to the Cash Invitation Document, copies of which may be obtained free of charge by eligible participants from the information and tender agent by visiting the Cash Invitation website at www.bondcom.com/panama.

Holders of the 2015 Bonds considering participation in the Cash Invitation should carefully read the Cash Invitation Document and consider the risk factors discussed under "Risk Factors" in the Cash Invitation Document.  None of Panama, the information and tender agent or the Joint Dealer Managers, or any of their respective affiliates, makes any recommendation in connection with the Cash Invitation.  

Information and Tender Agent

The information and tender agent for the Cash Invitation is Bondholder Communications Group, LLC.

Bondholder Communications Group, LLC is located at 30 Broad St., 46th Floor, New York, NY 10004 (Attention: Ramona Peters).  Bondholder Communications Group, LLC can be reached at the following numbers:1-888-385-2663 (toll free); +1-212-809-2663 (call collect).

Joint Dealer Managers

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Joint Dealer Managers for the Cash Invitation.

Citigroup Global Markets Inc. can be reached by telephone at the following numbers: +1- 800-558-3745 (toll free); +1- 212-723-6108 (call collect).

J.P. Morgan Securities LLC can be reached by telephone at the following numbers: +1-866-846-2874 (toll free), +1-212-834-7279 (call collect).

Important Notice

This release is neither an offer to purchase nor a solicitation of an offer to sell or buy any securities of Panama in any transaction. Panama is making the Cash Invitation only in those jurisdictions where it is legal to do so.  The Cash Invitation is void in all jurisdictions where it is prohibited. Neither the Cash Invitation Document nor any related documents have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the offer to purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.  If materials relating to the Cash Invitation come into your possession, you are required by Panama to inform yourself of and to observe all of these restrictions.  The materials relating to the Cash Invitation do not constitute, and may not be used in connection with, a solicitation in any place where solicitations are not permitted by law.  If a jurisdiction requires that the Cash Invitation be made by a licensed broker or dealer and either Joint Dealer Manager or any affiliate of a Joint Dealer Manager is a licensed broker or dealer in that jurisdiction, the Cash Invitation shall be deemed to be made by such Joint Dealer Manager or such affiliate on behalf of Panama in that jurisdiction.

Important Notice for Non-U.S. Holders

In the United Kingdom this press release and the Cash Invitation are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or cause to be communicated (whether pursuant to Article 34 of the Order or otherwise) (all such persons together being referred to as "relevant persons").  This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this press release or the Cash Invitation relates is available only to relevant persons and will be engaged in only with relevant persons.

In any non-U.S. jurisdictions where the Cash Invitation is subject to restrictions under the local laws and regulations, holders of the 2015 Bonds shall be required and deemed to make certain representations and warranties including those related to their status as eligible holders before having access to the offering materials relating to the Cash Invitation and before submitting their offers.

SOURCE The Republic of Panama