Obligation Aeropuerto Internacional De Tocumen 5.625% ( USP0092AAC38 ) en USD

Aeropuerto Internacional De Tocumen

100 % ⇌

Panama

USP0092AAC38 ( en USD )

5.625% par an ( paiement semestriel )

17/05/2036

Prospectus brochure de l'obligation Aeropuerto Internacional De Tocumen USP0092AAC38 en USD 5.625%, échéance 17/05/2036

P0092AAC3

18/11/2024 ( Dans 19 jours )

L'Obligation émise par Aeropuerto Internacional De Tocumen ( Panama ) , en USD, avec le code ISIN USP0092AAC38, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/05/2036

US$575,000,000
Aeropuerto Internacional de Tocumen, S.A.
5.625% Senior Secured Notes due 2036

Issue date: May 18, 2016
Public Offering Authorized by the Superintendency of Capital Markets
under SMV Resolution No. 250-16 of April 26, 2016
___________________
We are a sociedad anónima organized under the laws of the Republic of Panama ("Panama"), domiciled in Panama and duly recorded since
April 15, 2003 in the Mercantile Section of the Panamanian Public Registry Office, at Microjacket 432290, Document 456104, contact telephone is +507
238-2600 (the "Issuer"). Our commercial address is located at Vía Tocumen, Terminal de Pasajeros, Tercer Nivel, Panama, Republic of Panama. We are
offering the US$575,000,000 5.625% Senior Secured Notes due 2036 (the "notes"). Unless redeemed prior thereto the notes will mature on May 18, 2036.
Interest on the notes will accrue from the date of issuance at a rate that will be notified to the Superintendencia del Mercado de Valores
(Superintendency of Capital Markets, or the "SMV") on the third Business Day (as defined herein) prior to the issue date, calculated on the basis of a 360-
day year consisting of twelve 30-day months, and will be payable semi-annually in arrears in cash on each May 18 and November 18 beginning on
November 18, 2016. The principal amount of the notes represents 1.75 times the paid in capital (defined as "Common Stock" plus "Additional paid-in
capital") of the Issuer of US$327,661,033 as of May 13, 2016. For a description of the principal amortization schedule of the notes, see "Summary--The
Offering".
The notes will be our direct, unconditional senior secured obligations and will rank pari passu in right of payment with all of our existing and
future senior debt. The notes will rank senior in right of payment to all of our future debt that is, by its terms, expressly subordinated to the notes.
The notes will be secured by a first-priority lien on certain transaction accounts established by the Collateral Trustee (as defined herein) and the
revenues held therein. The revenues committed by us to run through a payment waterfall, some of which will be transferred to and deposited in the
transaction accounts, include: all of our revenues derived from providing aeronautical services and non-aeronautical commercial services that relate to the
use of the facilities of the Aeropuerto Internacional de Tocumen (the "Airport"), other than Excluded Revenues (as defined herein). The notes will be
effectively senior to any of our existing and future unsecured debt to the extent of the value of the Collateral securing the notes and effectively subordinated
to all of our existing and future indebtedness secured by assets other than the Collateral (as defined herein) to the extent of the value of the assets securing
such indebtedness.
We may, at our option, redeem the notes, in whole or in part, at any time at a redemption price equal to the Make Whole Amount defined
herein. No Make Whole Amount shall be payable for redemption during the last 12 months prior to maturity. We may also redeem the notes at any time in
the event of certain tax law changes requiring payment of additional amounts as described in this offering memorandum (the "Offering Memorandum").
Additionally, if a change of control occurs, we will be required to offer to purchase the notes from the holders at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest. We must also redeem notes at par if we experience specific loss or termination events or upon
certain sales of assets or insurance recoveries. See "Description of the Notes."
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page 32 of this Offering Memorandum.

Price per note: 100.000% plus accrued interest, if any, from May 18, 2016.

The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the
securities or "blue sky" laws of any state of the United States or the securities laws of any other jurisdictions, except in Panama as described in the next
paragraph. The notes may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Accordingly, we are offering the notes only to (i) "qualified institutional buyers" ("QIBs") as defined in,
and in reliance on, the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act (the
"U.S. Offering") and (ii) non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act (the "International
Offering," and together with the U.S. Offering, the "Offering"). For a description of certain restrictions on resale or transfer of the notes, see "Notice to
Investors," "Plan of Distribution" and "Transfer Restrictions."

The notes have been registered in Panama with the SMV and on the Bolsa de Valores de Panamá, S.A. (Panama Stock Exchange) (the "PSE").
In addition, application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to trade the notes on the Euro MTF
Market. This Offering Memorandum constitutes a prospectus for purposes of Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as
amended.
The notes will be issued in the form of one or more registered notes in global form without interest coupons and will be deposited with a
custodian for The Depository Trust Company ("DTC") in New York, New York and registered in the name of Cede & Co., as nominee of DTC. Investors
may hold their interests in a global note representing the notes through organizations that are participants in DTC, including Euroclear Bank SA/NV
("Euroclear") or Clearstream Banking, société anonyme Luxembourg ("Clearstream"). Beneficial interests in the notes may be held in Panama through
Central Latinoamericana de Valores S.A. ("LatinClear"), a Clearstream participant.
THE PUBLIC OFFER OF THESE NOTES HAS BEEN AUTHORIZED BY THE SMV. THIS AUTHORIZATION DOES NOT IMPLY
THAT THE SMV RECOMMENDS THE INVESTMENT NOR DOES IT REPRESENT A FAVORABLE OR UNFAVORABLE OPINION OF THE
OUTLOOK OF OUR BUSINESS. THE SMV WILL NOT BE RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION CONTAINED IN
THIS OFFERING MEMORANDUM OR THE STATEMENTS INCLUDED IN THE APPLICATION FOR REGISTRATION.
TO THE EXTENT THAT THE SPANISH LANGUAGE OFFERING MEMORANDUM USED IN CONNECTION WITH THE OFFERING
OF THE NOTES CONFLICTS WITH THIS OFFERING MEMORANDUM, THIS OFFERING MEMORANDUM SHALL GOVERN AND CONTROL.
EN LA MEDIDA QUE EL PROSPECTO INFORMATIVO EN IDIOMA ESPAÑOL UTILIZADO EN RELACIÓN CON LA OFERTA DE LOS BONOS
CONTRADIGA O PRESENTE UN CONFLICTO CON EL PROSPECTO INFORMATIVO EN IDIOMA INGLÉS, ÉSTE ÚLTIMO REGIRÁ Y
CONTROLARÁ.
THE LISTING AND NEGOTIATION OF THE NOTES HAS BEEN AUTHORIZED BY THE PSE. THIS AUTHORIZATION DOES NOT
IMPLY ANY RECOMMENDATION OR OPINION REGARDING THE NOTES.
THE NOTES WILL BE OFFERED FOR SALE BY THE ISSUER AND PURCHASED BY THE INITIAL PURCHASER (AND ANY
OTHER PURCHASERS PURSUANT TO THE PANAMA STOCK EXCHANGE BIDDING PROCESS DESCRIBED HEREIN) ON THE
PANAMA STOCK EXCHANGE. THE SETTLEMENT WILL TAKE PLACE THREE BUSINESS DAYS AFTER THE TRADE DATE.
HOWEVER, THE SETTLEMENT AND CONSUMMATION OF THE SALE AND PURCHASE OF THE NOTES ON THE SETTLEMENT
DATE WILL BE CONDITIONED UPON THE INITIAL PURCHASER'S SATISFACTION ON THE SETTLEMENT DATE THAT ALL
CONDITIONS PRECEDENT SET FORTH IN THE PURCHASE AGREEMENT HAVE BEEN MET OR WAIVED ON OR PRIOR TO THE
SETTLEMENT DATE (THE "CONDITIONS"). IN ADDITION, THE PURCHASE AGREEMENT PERMITS THE INITIAL PURCHASER TO
TERMINATE ITS OBLIGATION TO PURCHASE THE NOTES IN CERTAIN CIRCUMSTANCES, INCLUDING GENERAL TRADING
SUSPENSIONS, BANK MORATORIA IN THE UNITED STATES OR PANAMA AND ACTS OF WAR OR TERRORISM ("TERMINATION
EVENTS"). IF THE INITIAL PURCHASER WERE TO DETERMINE ON OR PRIOR TO THE SETTLEMENT DATE THAT ANY OF SUCH
CONDITIONS HAS NOT BEEN SATISFACTORILY MET OR WAIVED OR A TERMINATION EVENT HAS OCCURRED, ALL SALES
AND PURCHASES OF THE NOTES MADE ON THE PANAMA STOCK EXCHANGE BY THE INITIAL PURCHASER AND ANY OTHER
PURCHASERS PURSUANT TO THE PANAMA STOCK EXCHANGE BIDDING PROCESS DESCRIBED HEREIN ON OR AFTER THE
TRADE DATE SHALL BE CANCELLED AND UNWOUND WITHOUT RECOURSE TO THE ISSUER OR THE INITIAL PURCHASER,
AND NEITHER THE OFFERING NOR THE PURCHASE OF THE NOTES SHALL BE CONSUMMATED. SEE "PLAN OF
DISTRIBUTION". IN THE EVENT SUCH SALES AND PURCHASES ARE CANCELLED AND UNWOUND, THE PURCHASERS WHO
UNDERTOOK TO PURCHASE THE NOTES PURSUANT TO THE PANAMA STOCK EXCHANGE BIDDING PROCESS AND THAT HAVE
ALREADY PAID FUNDS THEREFOR WILL BE REFUNDED ON THE BUSINESS DAY FOLLOWING THE DAY OF CANCELLATION
AND UNWINDING.
___________________
Sole Lead Manager and Structuring Agent
Citigroup
The date of this Offering Memorandum is May 13, 2016.

NOTICE TO INVESTORS
You should assume that the information appearing in this Offering Memorandum is accurate as of the date
on the front cover of this Offering Memorandum only. Our business, properties, financial condition and results of
operations may have changed since that date. Neither the delivery of this Offering Memorandum nor any sale of
notes made hereunder shall under any circumstances imply that the information herein is correct as of any date
subsequent to the date on the cover of this Offering Memorandum.
We have furnished this Offering Memorandum in connection with an offering that is exempt from
registration under, or not subject to, the Securities Act, and applicable securities laws of other jurisdictions, solely to
allow a prospective investor to consider purchasing the notes. Delivery of this Offering Memorandum to any person
or any reproduction of this Offering Memorandum, in whole or in part, without our or Citigroup Global Markets
Inc.'s (the "Initial Purchaser" or the "Sole Lead Manager and Structuring Agent") prior consent, is prohibited.
We have prepared the information in this Offering Memorandum. Neither we nor the Initial Purchaser
takes any responsibility for other information others may give you.
Upon receiving this Offering Memorandum, you acknowledge that (i) you have been afforded an
opportunity to request from us, and to review, all additional information considered by you to be necessary to verify
the accuracy of, or to supplement, the information contained herein, (ii) you have not relied on the Initial Purchaser
or any person affiliated with the Initial Purchaser in connection with any investigation of the accuracy of such
information or your investment decision and (iii) we have not, and the Initial Purchaser has not, authorized any
person to deliver any information different from that contained in this Offering Memorandum. If given or made,
any such other information or representation should not be relied upon as having been authorized by us, the Initial
Purchaser or its agents. The Offering is being made on the basis of this Offering Memorandum. Any decision to
purchase the notes in the Offering must be based on the information contained in this Offering Memorandum. In
making an investment decision, investors must rely on their own examination of us and the terms of the Offering,
including the merits and risks involved.
The information contained in this Offering Memorandum has been furnished by us and other sources that
we believe to be reliable. You acknowledge and agree that the Initial Purchaser makes no representation or
warranty, express or implied, as to the accuracy or completeness of any of the information set forth in this Offering
Memorandum, and you should not rely on anything contained in this Offering Memorandum as a promise,
representation or warranty, whether as to the past or the future. The Initial Purchaser has not independently verified
any of the information that we have provided and assumes no responsibility for the accuracy or completeness of any
such information. This Offering Memorandum contains summaries, believed to be accurate, of the terms that we
consider material of certain documents, but reference is made to the actual documents, copies of which will be made
available upon request, for the complete information contained in those documents, as indicated under "Available
Information." All such summaries are qualified in their entirety by this reference.
The Offering is being made in reliance upon an exemption from registration under the Securities
Act. In making your purchase, you will be deemed to have made certain acknowledgments, representations,
warranties and agreements set forth in this Offering Memorandum, including those under the caption
"Transfer Restrictions." The notes are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the Securities Act and applicable state securities laws
pursuant to registration or exemption therefrom. You should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. See "Plan of Distribution" and "Transfer
Restrictions."
Laws in certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer and
sale of notes. Persons into whose possession this Offering Memorandum or any of the notes are delivered must
inform themselves about, and observe, any such restrictions. Each prospective purchaser of the notes must comply
with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the notes or
distributes this Offering Memorandum and must obtain any consent, approval or permission required under any
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and
neither us nor the Initial Purchaser shall have any responsibility therefor.
iii

We reserve the right to withdraw this Offering at any time, and we and the Initial Purchaser reserve the
right to reject any commitment to subscribe for the notes in whole or in part and to allot to you less than the full
amount of notes subscribed for by you. We are making this Offering subject to the terms described in this Offering
Memorandum and the indenture entered into by us and Citibank, N.A., as indenture trustee (the "Indenture Trustee")
on May 4, 2016, as amended and restated as of May 13, 2016 (the "Amended and Restated Indenture").
This Offering Memorandum does not constitute an offer to sell the notes to or a solicitation of an offer to
buy the notes from any person in any jurisdiction where it is unlawful to make such an offer or solicitation. You are
not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You should consult
your own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of a
purchase of the notes. We and the Initial Purchaser are not making any representation to you regarding the legality
of an investment in the notes by you under any law. No one has taken any action that would permit a public offering
of the notes to occur in any jurisdiction other than the Republic of Panama.
The offer and sale of the notes has not been registered with the United States Securities and
Exchange Commission ("SEC"), or any other federal, state or foreign securities commission or regulatory
authority, and none of the notes has been recommended by or approved by the SEC or any other federal,
state or foreign securities commission or regulatory authority, nor has the SEC or any other federal, state or
foreign securities commission or regulatory authority passed upon the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense.
This Offering Memorandum omits certain information that we would be required to include in a prospectus
prepared in compliance with SEC rules relating to a public offering of securities, including, for example, certain
executive compensation and corporate governance disclosures, historical consolidated financial data and ratios of
earnings to fixed charges data required by Regulation S-K under the Securities Act.
The notes initially will be available in book-entry form only. We expect that the notes will be issued in the
form of one or more Global Notes, all of which will be deposited with, or on behalf of, DTC, and registered in its
name or in the name of Cede & Co., its nominee. Beneficial interests in the Global Notes will be shown on, and
transfers of the Global Notes will be effected only through, records maintained by DTC and its participants. After
the initial issuance of the Global Notes, notes in certificated form will be issued in exchange for the Global Notes
only in the limited circumstances discussed under "Book-Entry, Delivery and Form." Beneficial interests in a Global
Note may be held in Panama through Clearstream's participant, LatinClear.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and admit them
for trading on the Euro MTF Market. This Offering Memorandum constitutes a prospectus for the purposes of
Luxembourg law on prospectuses for securities, dated July 10, 2005, as amended.
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, THE INITIAL PURCHASER (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE INITIAL PURCHASER (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE
ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS
MADE, AND, IF BEGUN MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN
30 DAYS AFTER THE DATE ON WHICH WE RECEIVED THE PROCEEDS OF THE ISSUE, OR NO
LATER THAN 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE RELEVANT SECURITIES,
WHICHEVER IS THE EARLIER. OVER-ALLOTMENT INVOLVES SALES IN EXCESS OF THE
OFFERING SIZE, WHICH CREATES A SHORT POSITION FOR THE INITIAL PURCHASER.
STABILIZING TRANSACTIONS INVOLVE BIDS TO PURCHASE THE NOTES IN THE OPEN
MARKET FOR THE PURPOSE OF PEGGING, FIXING OR MAINTAINING THE PRICE OF THE
NOTES. STABILIZING TRANSACTIONS MAY CAUSE THE PRICE OF THE NOTES TO BE HIGHER
THAN IT WOULD OTHERWISE BE IN THE ABSENCE OF THOSE TRANSACTIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
iv

NOTICE TO RESIDENTS OF PANAMA
THE PUBLIC OFFERING OF THE NOTES WILL BE REGISTERED IN PANAMA WITH AND
AUTHORIZED BY THE SMV AND A FILING WILL BE MADE TO LIST THE NOTES WITH THE PSE.
NEITHER THE REGISTRATION WITH NOR THE AUTHORIZATION BY THE SMV NOR THE
LISTING OF THE NOTES ON THE PSE IMPLIES ANY CERTIFICATION OR RECOMMENDATION
TO THE INVESTMENT QUALITY OF THE NOTES, THE SOLVENCY OF THE ISSUER, OR A
FAVORABLE OR UNFAVORABLE OPINION OF THE ISSUER'S BUSINESS OR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION AS CONTAINED IN THIS OFFERING MEMORANDUM
AND IN ITS FILING REQUEST.
NOTICE: This document shall be known as the Prospecto Informativo in Spanish for purposes of the
registration of the public offering of notes with the SMV and its filing before the PSE, and as the Offering
Memorandum in English for purposes of the offering of the notes in the United States and outside the United States
(except in Panama). All amendments to the terms and conditions of the notes are subject to Acuerdo 4-2003 of April
11, 2003 and must be performed in compliance with the provisions thereof.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
This document is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the 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 notes may otherwise lawfully
be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").
This Offering Memorandum 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 offering memorandum relates is
only available to, and will be engaged in with, relevant persons.
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA
In relation to each member state of the European Economic Area that has implemented the Prospectus
Directive (each, a "relevant member state"), with effect from and including the date on which the Prospectus
Directive is implemented in that relevant member state (the "relevant implementation date"), an offer of notes
described in this Offering Memorandum may not be made to the public in that relevant member state prior to the
publication of a prospectus in relation to the notes that has been approved by the competent authority in that relevant
member state or, where appropriate, approved in another relevant member state and notified to the competent
authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from
and including the relevant implementation date, an offer to the public of the notes may be made in that relevant
member state at any time:
· to any legal entity which is a qualified investor as defined in the Prospectus Directive;
· to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD
Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of
the initial purchasers nominated by the Issuer for any such offer; or
· in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided, that no such offer of notes shall require the Issuer or any of the initial purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.
For purposes of this provision, the expression an "offer to the public" in any relevant member state means
the communication in any form and by any means of sufficient information on the terms of the offer and the
securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression
v

may be varied in that member state by any measure implementing the Prospectus Directive in that member state.
The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010
PD Amending Directive, to the extent implemented in the relevant member state), and includes any relevant
implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.

vi

ENFORCEABILITY OF CIVIL LIABILITIES
We have been advised by our Panamanian counsel, Alemán, Cordero, Galindo & Lee, and Citigroup Global
Markets Inc. has been advised by its Panamanian counsel, Arias, Fábrega & Fábrega, that no treaty exists between
the United States and Panama for the reciprocal enforcement of foreign judgments and that there is doubt as to the
enforceability, in original actions in Panamanian courts, of liabilities predicated solely on United States federal
securities laws and as to the enforceability in Panamanian courts of judgments of United States courts obtained in
actions predicated upon the civil liability provision of the United States federal securities laws. In any case,
judgments of courts outside Panama, including but not limited to judgments of United States courts, may only be
recognized and enforced by the courts of Panama in the event that the Supreme Court of Panama validates the
judgment by issuing a writ of exequatur. Subject to a writ of exequatur, any final money judgment rendered by any
foreign court will be recognized, conclusive, and enforceable in the courts of Panama without reconsideration of the
merits, provided that (i) such foreign court grants reciprocity to the enforcement of judgments of courts of Panama,
(ii) the party against whom the judgment was rendered, or its agent, was personally served (service by mail not
being sufficient) in such action within such foreign jurisdiction, (iii) the judgment arises out of a personal action
against the defendant, (iv) the obligation under the judgment is lawful in Panama and does not contradict the public
policy of Panama, (v) the judgment is properly authenticated by diplomatic or consular officers of Panama, or
pursuant to the 1961 Hague Convention on the legalization of documents and, (vi) a copy of the final judgment is
translated into Spanish by a licensed translator in Panama. Any final money judgment rendered against us and
validated by the Supreme Court of Panama will be delivered by the Supreme Court of Panama to us for payment. If
after three years from the validation of the foreign judgment by the Supreme Court of Panama, we have not satisfied
the court judgment, you may request the Supreme Court of Panama to instruct the National Bank of Panama (Banco
Nacional de Panama or "BNP") to make available for payment of the court judgment any moneys that we may have
in our accounts with the BNP, if any.
All of our directors and officers are residents of Panama or elsewhere outside of the United States. All or a
substantial portion of the assets of these persons are located in Panama or outside the United States. As a result, it
may not be possible for investors to effect service of process within the United States upon such persons, or to
enforce against them judgments predicated upon the civil liability provisions of U.S. federal securities laws, or
otherwise obtained, in U.S. courts. Because all or a substantial portion of our assets are located outside the United
States, any judgment obtained in the United States against us may not be fully collectible in the United States.
We have appointed CT Corporation System, presently located at 111 Eighth Avenue, New York, New
York 10011, as our authorized agent upon which process may be served in any action arising out of or in connection
with the Amended and Restated Indenture and an intercreditor agreement dated April 19, 2016, among us, the Bank
of Nova Scotia (Panama), S.A., as the collateral trustee (the "Collateral Trustee") and Citibank, N.A., as
intercreditor agent and joined by the Indenture Trustee on May 4, 2016 (the "Intercreditor Agreement" and, together
with the Amended and Restated Indenture and an amended and restated trust agreement dated April 19, 2016,
between us, the Collateral Trustee and Paying Agent (the "Amended and Restated Trust Agreement"), the
"Transaction Documents"). With respect to such actions, we have submitted to the jurisdiction of the courts of the
State of New York sitting in the County of New York in New York City, or courts of the United States for the
Southern District of New York.
See "Risk Factors--Risks Relating to Panama--It may be difficult to enforce civil liabilities against us or
our administrative and executive officers and controlling persons."

vii

AVAILABLE INFORMATION
For so long as any of the notes remain outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act, we will prepare and furnish, upon the request of any noteholder, such
information as is specified in Rule 144A(d)(4) under the Securities Act: (i) to such noteholder, (ii) to a prospective
purchaser of such note (or beneficial interests therein) that is a QIB designated by such noteholder and (iii) to the
Indenture Trustee for delivery to any applicable noteholders or such prospective purchaser so designated, at our
expense, in each case in order to permit compliance by such noteholder with Rule 144A in connection with the
resale of such note (or beneficial interest therein) in reliance upon Rule 144A. All such information shall be in the
English language. See "Transfer Restrictions."
We have filed with the SMV a registration statement, of which a Spanish language translation of this
Offering Memorandum, made by an authorized public translator, forms a part. We have also filed with the SMV
and the PSE our quarterly unaudited condensed financial statements in accordance with IAS 34 Interim Financial
Reporting, and annual audited financial statements prepared in accordance with International Financial Reporting
Standards as adopted by the International Accounting Standards Board ("IFRS"). This information can be obtained
by investors upon request at the PSE, located at Edificio Bolsa de Valores de Panama, Calle 49 y Av. Federico
Boyd, Panama, Republic of Panama, or upon request at the SMV located at Calle 50, Edificio Global Plaza, Piso 8,
Panama, Republic of Panama. The documents filed with the SMV are not and will not form part of this Offering
Memorandum and are not incorporated by reference herein.
The independent report dated March, 2016, prepared by Consorcio PM Terminal Sur S.A. (the "Consultant
Report" and the "Consultant"), attached to this Offering Memorandum as Appendix A, is current only as of the date
of such report. The delivery of the Consultant Report as an appendix does not imply that there has been no change
in our affairs since the date of the Consultant Report or that the information contained in this Offering Memorandum
is current as of any time after the date of such report, and neither we nor any other person will update the contents of
this Offering Memorandum or the Consultant Report.
Our principal executive offices are located at Vía Tocumen, Aeropuerto Internacional de Tocumen,
Terminal de Pasajeros, Tercer Nivel, Panama City, Panama.
In addition, for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and
for trading on the Euro MTF Market, you may also obtain a copy of the Amended and Restated Indenture at the
office of the paying agent in Luxembourg set forth on the inside back cover of this Offering Memorandum.

viii

FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this Offering Memorandum, certain matters discussed
herein, including without limitation under "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Consultant Report, contain forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Although we believe that any such statements made by us
herein or in the Consultant Report are based on reasonable assumptions, any such statement may be influenced by
factors that could cause actual outcomes and results to be materially different from those projected. When used in
this Offering Memorandum or the Consultant Report, the words "anticipates," "believes," "expects," "intends" and
similar expressions, as they relate to us or our management, are intended to identify such forward-looking
statements.
These forward-looking statements are subject to numerous risks and uncertainties. There are important
factors that could cause actual results to differ materially from those in such forward-looking statements, certain of
which are beyond our control. These factors, risks and uncertainties include, among other things:
· our revenues are highly dependent on levels of air traffic at the Airport, which depend on factors
beyond our control;
· our income is affected by aeronautical fees and rates and revisions thereto. The Board of Directors has
the right to change aeronautical fees and rates pursuant to applicable law, subject to the CAA's
approval, but no assurances can be given as to the timing or magnitude of any such changes;
· any deficiencies in Airport security could have a material adverse effect on our business;
· we are exposed to the effects that international events can have on international air travel;
· competition from other destinations or from other airports could adversely affect our business;
· we are substantially dependent on one airline, Copa Airlines, which is currently responsible for the
substantial majority of flights to and from the Airport and which is expected to be a driver of future
growth; any disruption of this relationship or negative developments in Copa Airlines' business may
adversely affect our business;
· business interruptions could harm our business;
· we are wholly owned by the Government and provide a public service; our ability to generate revenue
and our flexibility in managing our business is limited by the legal and regulatory framework in which
we operate;
· we may not generate sufficient revenues if Airport management fails to implement its business
strategy;
· we are expanding the Airport, including construction of the new South Terminal, and the expansion
and related contracts expose us to construction, operational, financial and counterparty risks;
· the Consultant Report contains traffic and business assumptions and projections that are subject to
inherent risks and uncertainties;
· terrorist attacks have had a severe impact on the international air travel industry, have adversely
affected our business and may continue to do so in the future;
· hardware and software failures, delays in the operation of our computer systems or the failure to
implement system enhancements may have an adverse effect on our business;
· we are wholly owned by the Government and it may have conflicts of interest relating to our business;
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· the Government could grant new concessions and authorize the construction of new airports that
compete with the Airport;
· our annual budget is subject to approval by the Cabinet Council and the Panamanian National
Assembly (the "National Assembly");
· the Government may privatize us;
· increases in or the volatility of international petroleum prices could reduce demand for air travel;
· labor issues could have an adverse impact on our business;
· the operations of the Airport may be affected by the actions of third parties, including subcontractors
and other counterparties, which are beyond our control;
· we have entered into certain transactions with related parties that may create conflicts of interest;
· a downgrading of Panama's International Aviation Safety Assessment rating could impact our
revenues by prohibiting airlines from increasing service to the United States from the Airport;
· we are subject to environmental, health and safety laws and regulations;
· we are exposed to risks inherent in the operation of airports;
· our insurance policies may not provide sufficient coverage against all liabilities;
· we are dependent on our management;
· unexpected repairs and maintenance may adversely affect Airport operations;
· our property may be damaged and our business interrupted or impaired by the occurrence of a natural
disaster;
· our performance is heavily dependent on economic conditions in Panama, which may affect our
business and ability to meet our obligations under the notes;
· any investment in the notes is subject to emerging market risks that may affect our business and our
ability to make payments under the notes;
· Panama's economy, and therefore our business and usage of the Airport, remains vulnerable to
external shocks, including the recent global economic crisis and those that could be caused by future
significant economic difficulties of major regional trading partners or by more general "contagion"
effects, which could have a material adverse effect on Panama's economic growth;
· our ability to make required payments on the notes may be adversely affected by the nature of the
Panamanian monetary system and the competitiveness of the Panamanian economy may be affected by
the strength of the U.S. dollar;
· any additional taxes resulting from changes to tax regulations or the interpretation thereof in Panama
could adversely affect our business;
· our substantial debt could adversely affect our ability to raise additional capital to fund our operations,
limit our ability to react to changes in the economy or in the aviation industry and prevent us from
meeting our debt obligations, including our obligations under the Existing Notes and the notes;
· our operations at the Airport are restricted by the terms of the Existing Notes, and will be restricted by
the terms of the Amended and Restated Indenture and the notes, all of which could limit our ability to
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