Obligation AES Panama S.R.L 6% ( USP0608CAA01 ) en USD

Société émettrice AES Panama S.R.L
Prix sur le marché 100 %  ▼ 
Pays  Panama
Code ISIN  USP0608CAA01 ( en USD )
Coupon 6% par an ( paiement semestriel )
Echéance 24/06/2022 - Obligation échue



Prospectus brochure de l'obligation AES Panama S.R.L USP0608CAA01 en USD 6%, échue


Montant Minimal 200 000 USD
Montant de l'émission 375 000 000 USD
Cusip P0608CAA0
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée AES Panama S.R.L. est une filiale de AES Corporation, opérant dans le secteur de la production et de la distribution d'énergie au Panama.

L'Obligation émise par AES Panama S.R.L ( Panama ) , en USD, avec le code ISIN USP0608CAA01, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/06/2022











U.S.$75,000,000
AES Panamá, S.R.L.
6.000% Senior Notes due 2022
AES Panamá, S.R.L. ("Issuer") is offering U.S.$75,000,000 6.000% Senior Notes due 2022
to be fungible with the U.S.$300,000,000 currently outstanding and
issued pursuant to a registration with the Securities Market Superintendency ("SMV") of up to U.S.$375,000,000.
The Issuer is organized as a limited liability company organized under the laws of the Republic of Panama, or Panama, through public deed number 147 on January 19,
1998 by the Second Notary Public of the Circuit of Panama, registered in jacket 340437, document 39259 of the Mercantile Section of the Public Registry of Panama, which
was transformed from a corporation (sociedad anónima) to a limited liability company through a public deed on October 2, 2014, effective from October 16, 2014, registered
in jacket 2584, document 269093 of the Commercial Section of the Public Registry of Panama. The Issuer is offering U.S.$75,000,000 aggregate principal amount of its
6.000% Senior Notes due 2022, or the Notes. The Notes offered hereby are an additional issuance of our 6.000% Senior Notes due 2022 initially issued on June 25, 2015 in
the aggregate principal amount of U.S.$300,000,000, or the Outstanding Notes. Other than the issue date and issue price, the Notes offered hereby will have identical terms
as, and will be consolidated and form a single series and be fungible with, the Outstanding Notes, except that until the expiration of the 40-day distribution compliance period
commencing on the date of issuance, the Notes offered hereby and sold in compliance with Regulation S will be issued and maintained under temporary ISIN and CUSIP
numbers. References herein to the "Notes" refer to the Notes offered hereby and the Outstanding Notes collectively, unless the context otherwise requires.
Interest on the Notes is payable semi-annually in arrears on June 25 and December 25 of each year, calculated on the basis of a 360-day year of twelve 30-day months.
The Notes will mature on June 25, 2022.
Before June 25, 2019, we may redeem the Notes, at our option, in whole at any time or in part from time to time, at a redemption price equal to the principal amount of
the Notes to be redeemed, plus a make-whole premium described in this offering memorandum, accrued and unpaid interest and additional amounts, if any, to the date of
redemption. On or after June 25, 2019, we may redeem the Notes, at our option, in whole at any time or in part from time to time, at redemption prices described in this
offering memorandum, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption. We also may redeem the Notes at our option, in whole but
not in part, at 100% of their principal amount, plus accrued and unpaid interest to the date of redemption and any additional amounts then due and payable, upon the
occurrence of any specified events affecting taxation of the Notes. See "Description of the Notes--Redemption."
The Notes are general unsubordinated obligations of AES Panamá, secured by the collateral in a debt service reserve account, pledged to the collateral agent for the
benefit of Deutsche Bank Trust Company Americas, as trustee under the indenture governing the Notes, and the holders of the Notes. Upon completion of this offering, the
aggregate principal amount of Notes outstanding will be U.S.$375,000,000, representing 2.66 times the authorized capital of AES Panamá of U.S.$141,100,000 as of June
30, 2016.
Investing in the Notes involves risks. See "Risk Factors" on page 14.
The Notes have not been registered under the United States Securities Act of 1933, as amended, or the Securities Act, or with the securities regulatory authority of any
state or other jurisdiction in the United States. The Notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance on Regulation S.
Investors are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For
further details about eligible offerees and resale restrictions, see "Notice to Investors."
The Notes being offered in accordance with Rule 144A will be issued in the form of one or more registered notes in global form, or the Rule 144A Global Note. The
Notes being offered in accordance with Regulation S will be issued in the form of a registered note in global form, or the Regulation S Global Note. The Notes will be
deposited with a custodian for The Depository Trust Company, or 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 System, or Euroclear, and Clearstream
Banking, société anonyme, Luxembourg, or Clearstream. Beneficial interests in the Regulation S Global Note may be held in Panama through Central Latinoamericana de
Valores, S.A., or Latinclear, a clearing house that is a participant in Clearstream.
THE PUBLIC OFFERING OF THE NOTES HAS BEEN AUTHORIZED IN PANAMA BY THE SUPERINTENDENCIA DEL MERCADO DE VALORES DE
PANAMÁ (PANAMA SECURITIES MARKET SUPERINTENDENCY). THIS AUTHORIZATION DOES NOT IMPLY THAT THE SUPERINTENDENCY
RECOMMENDS INVESTING IN THE NOTES NOR DOES IT REPRESENT A FAVORABLE OR UNFAVORABLE OPINION ON THE ISSUER'S BUSINESS
PROSPECTS. THE PANAMA SECURITIES MARKET SUPERINTENDENCY WILL NOT BE RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION
PRESENTED IN THIS OFFERING MEMORANDUM OR OF THE DECLARATIONS CONTAINED IN THE REGISTRATION APPLICATION.
THE LISTING AND TRADING OF THE NOTES HAVE BEEN AUTHORIZED BY THE BOLSA DE VALORES DE PANAMÁ, S.A. (PANAMA STOCK
EXCHANGE). THIS AUTHORIZATION DOES NOT IMPLY ANY RECOMMENDATION OR OPINION REGARDING THE NOTES OR THE ISSUER.
Summary of the Notes offered hereby(a)

Price to investors(b)
Expenses(c)
Net proceeds to Issuer
Total:
U.S.$77,794,500
Approximately U.S.$2,214,775
U.S.$75,579,725
Per unit:
103.726%
3.0 %
100.8%
(a) The Outstanding Notes were sold at a total price to investors of U.S.$300,000,000, which represented a per unit price of 100.0%. Total expenses related to that offering were approximately U.S.$2,750,000,
or 0.9% per unit, and the net proceeds for the Issuer were U.S.$297,250,000, or 99.1% per unit.
(b) "Price to investors" and "Net proceeds to Issuer" in the table above include the premium or discount but do not include accrued interest on the Notes offered hereby from June 25, 2016, the most recent date
on which interest was paid on the Outstanding Notes, which equals U.S.$16.67 per U.S.$1,000 principal amount of Notes for a total of U.S.$ 1,250,000, assuming the Notes offered hereby are issued and
delivered on the expected closing date of October 5, 2016. Investors are required to pay such accrued interest as part of the purchase price of the Notes.
(c) Includes the Initial Purchaser's discount and other offering expenses payable by us. See "Use of Proceeds" section for detail regarding expenses.
Certain other terms and information relating to the Notes offered hereby that appear blank in this preliminary offering memorandum will be provided in a
supplemental offering memorandum no later than the date on which the Notes are offered for sale through the Panama Stock Exchange. To the extent that the
Spanish language prospectus used in connection with the offering of the Notes in Panama conflicts with this offering memorandum, this offering memorandum
shall govern and control.
Application has also been made to admit the Notes offered hereby on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Euro
MTF market of the Luxembourg Stock Exchange, or the Euro MTF. This offering memorandum constitutes a prospectus for the purposes of part IV of the Luxembourg Act
dated July 10, 2005, relating to prospectuses for securities.
AES Panamá was originally organized under the name Empresa de Generación Eléctrica Chiriquí, S.A. Upon our merger with Empresa de Generación Eléctrica
Bayano, S.A., we changed our name to AES Panamá, S.A., which was perfected through public deed number 8,719 on August 17, 1999, by the Eighth Notary Public of the
Circuit of Panama, registered in jacket 340437, document 39259 of the Commercial Section of the Public Register, since October 26, 1999. The Panamanian Securities
Market Superintendency issued Resolution No. 341-15 dated June 10, 2015 whereby AES Panamá was authorized to offer to the public in Panama 6.000% Senior Notes due
2022 in an aggregate principal amount of up to U.S.$375,000,000.
With respect to the original issuance of the Outstanding Notes, the Lead Managers, Joint Bookrunners and Arrangers were Deutsche Bank Securities and Banco General.
Lead Manager, Bookrunner and Arranger
Deutsche Bank Securities
The date of this offering memorandum is October 5, 2016.
Resolution No. 341-15




AES Panamá Generating Facilities




The illustration above depicts the location and installed capacity of our electric generation facilities and AES
Changuinola, S.R.L. We wholly own La Estrella, Los Valles, Estí, Bayano and Estrella del Mar I. We own a
twenty percent (20%) ownership interest in AES Changuinola. Accordingly, as discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Principal Factors affecting Results of
Operations", we do not consolidate the results of operations of AES Changuinola on a line by line basis. In addition,
unless the context expressly states otherwise, operational data with respect to our Company does not include data for
AES Changuinola.


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TABLE OF CONTENTS
Page
ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................................ v
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS .........................................vi
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ..................................................................... vii
TERMS USED IN THIS OFFERING MEMORANDUM ........................................................................................ viii
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ........................................................................................................................................................... 7
SUMMARY FINANCIAL AND OPERATING DATA ............................................................................................. 11
RISK FACTORS ......................................................................................................................................................... 14
USE OF PROCEEDS .................................................................................................................................................. 29
CAPITALIZATION .................................................................................................................................................... 30
SELECTED FINANCIAL AND OPERATING DATA .............................................................................................. 31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ............................................................................................................................................... 35
OVERVIEW OF THE PANAMANIAN ELECTRICITY INDUSTRY ..................................................................... 56
BUSINESS .................................................................................................................................................................. 71
MANAGEMENT ........................................................................................................................................................ 89
PRINCIPAL EQUITY HOLDERS ............................................................................................................................. 94
RELATED PARTY TRANSACTIONS ...................................................................................................................... 95
DESCRIPTION OF NOTES ....................................................................................................................................... 98
TAXATION .............................................................................................................................................................. 154
CERTAIN ERISA AND RELATED CONSIDERATIONS ..................................................................................... 158
PLAN OF DISTRIBUTION ...................................................................................................................................... 159
NOTICE TO INVESTORS ....................................................................................................................................... 164
GENERAL INFORMATION .................................................................................................................................... 168
VALIDITY OF THE NOTES ................................................................................................................................... 169
INDEPENDENT AUDITORS .................................................................................................................................. 170
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1



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You should rely only on the information contained in this offering memorandum or to which we have
referred you. Neither the Issuer nor Deutsche Bank Securities Inc. as the initial purchaser, or the Initial Purchaser,
has authorized anyone to provide you with information that is different or additional to the information contained in
this offering memorandum. If anyone provides you with different or additional information, you should not rely on
it. You should assume that the information in this offering memorandum is accurate only as of the date on its front
cover, regardless of the time it is delivered or of any sale of any Notes. Our business, financial condition, results of
operations and prospects may change after the date on the front cover of this offering memorandum.
Notwithstanding anything in this offering memorandum to the contrary, except as reasonably necessary to
comply with applicable securities laws, you (and each of your employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to
you relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to
the U.S. federal income tax treatment of the offering.
Neither the United States Securities and Exchange Commission, or SEC, nor any state securities
commission has approved or disapproved of these securities or determined if this offering memorandum is truthful,
accurate, adequate or complete. Any representation to the contrary may be a criminal offense.
The Issuer is relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which does not involve a public offering in the United States. By purchasing Notes, investors will be
deemed to have made certain acknowledgments, representations and agreements as set forth under "Notice to
Investors" in this offering memorandum. The Issuer and the Initial Purchaser are not making and have not made any
offer to sell the Notes in any jurisdiction, except where such offer or sale is permitted.
The Notes are subject to restrictions on transferability and resale and may not be offered, transferred or
resold except as permitted under the Securities Act and applicable state and Panamanian securities laws pursuant to
registration or exemption therefrom. Investors may not sell or transfer their Notes except in compliance with
applicable laws in the United States or elsewhere. See "Plan of Distribution" and "Notice to Investors." Prospective
investors should be aware that investors may be required to bear the financial risks of this investment for an
indefinite period of time.
The Issuer has made available this offering memorandum as required by Panamanian laws and regulations
in connection with the public offering of the Notes in Panama, and in the United States solely to qualified
institutional buyers, and outside the United States to investors who are non U.S. persons, so they can consider a
purchase of the Notes. The Issuer has not authorized the use of this offering memorandum for any other purpose.
This offering memorandum may not be copied or reproduced in whole or in part. This offering memorandum may
be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting
delivery of this offering memorandum, investors agree to these restrictions.
This offering memorandum is based on information provided by the Issuer, and other sources that the
Issuer believes to be reliable. In making an investment decision, investors must rely on their own examination of the
Issuer and the terms of this offering and the Notes, including the merits and risks involved in an investment in the
Notes.
The Issuer is not making any representation to investors regarding the legality of an investment in the Notes
by investors under any investment or similar laws or regulations. Investors should not consider any information in
this offering memorandum to be legal, business or tax advice. Investors should consult their own counsel,
accountant, business advisor and tax advisor for legal, financial, business and tax advice regarding any investment in
the Notes.
The Issuer reserves the right to withdraw this offering at any time and the Issuer 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 any
prospective investor less than the full amount of the Notes sought by that investor. The Initial Purchaser may
acquire a portion of the Notes for its own account.

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Investors must comply with all applicable laws and regulations in force in each such investor's jurisdiction
and investors must obtain any consent, approval or permission required by each such investor for the purchase, offer
or sale of the Notes under the laws and regulations in force in each such investor's jurisdiction to which each such
investor is subject or in which each such investor makes such purchase, offer or sale, and neither the Issuer nor the
Initial Purchaser will have any responsibility thereof.
Neither the delivery of this offering memorandum nor any sale made in connection herewith shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or that there has been no adverse change in the financial position of the Issuer since the date hereof or that
this offering memorandum is correct as of any time subsequent to the date hereof.

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ENFORCEMENT OF CIVIL LIABILITIES
We are a limited liability company (sociedad de responsabilidad limitada) organized under the laws of the
Republic of Panama. Substantially all of our administrators and executive officers reside outside the United States,
all of our assets are located outside the United States, and certain of the experts named in this offering memorandum
also reside outside the United States. As a result, it may not be possible for investors to effect service of process
within the United States upon these persons, including with respect to matters arising under the federal securities
laws of the U.S., or to enforce against any of us or them in U.S. courts judgments predicated upon the civil liability
provisions of the federal securities laws of the United States. However, we have appointed CT Corporation System,
with offices currently located at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as our authorized
agent in connection with the Notes and the Indenture, upon which process may be served in any suit or proceeding
arising out of or relating to the foregoing that may be instituted against us in any federal or state court located in the
County of New York, State of New York.
We have been advised by our Panamanian counsel that no treaty exists between the United States and
Panama for the reciprocal enforcement of foreign judgments and that 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 the issuance of a writ of exequatur.
Subject to a writ of exequatur, any final judgment rendered by any federal or state court located in the State of New
York 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 in respect of which the judgment was rendered 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.
We have been advised by our Panamanian legal counsel, that there is doubt as to the enforceability of
original actions in Panamanian courts of liabilities predicated solely on the U.S. federal securities laws and as to the
enforceability in Panamanian courts of judgments of U.S. courts obtained in actions predicated upon the civil
liability provisions of the U.S. federal securities laws of the U.S.
See "Risk Factors--Risks relating to Panama--It may be difficult to enforce civil liabilities against us or
our administrators and executive officers and controlling persons."

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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains "forward-looking statements," as defined in Section 27A of the
Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, or the Exchange Act, relating to our
business. These statements are subject to change and uncertainty, which are, in many instances, beyond our control
and have been made based upon management's current expectations, estimates and projections. Words such as
"believes," "expects," "intends," "plans," "projects," "estimates," "anticipates" and similar words and expressions are
used to identify such forward-looking statements. These statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to predict. Forward-looking statements are only our current
expectations and are based on our management's belief and assumptions and on information currently available to
our management. Therefore, actual outcomes and results may differ materially from these expressed or implied in
such forward-looking statements.
By their very nature, forward-looking statements are subject to risks and uncertainties, and actual results
may differ materially from those expressed or implied in the forward-looking statements as a result of various
factors, including, but not limited to, those identified under the caption "Risk Factors." These factors include:

trends in hydrology, including, but not limited to, those regarding climate and weather patterns;

extensive government legislation and regulations that apply to us and the electricity generation
business;

our ability to adapt to changes in governmental regulations;

adverse changes in applicable laws, regulations, rules, principles or practices governing tax,
accounting and environmental matters;

future economic conditions in the regional, national and international markets, including but not
limited to regional and national wholesale electricity markets;

extraordinary events affecting our operations, including unexpected system failures, strikes,
emergency safety measures, military or terrorist attacks and natural disasters;

our ability to carry out marketing and sales plans, as well as manage changes in business strategy,
operations or development plans;

our ability to attract and retain qualified management and other personnel;

political, economic, regulatory and demographic developments in Panama;

market perception of the energy industry and us;

financial market conditions and performance including, but not limited to, changes in interest and
inflation rates and in availability and costs of capital;

effectiveness of risk management policies and procedures and the ability of counterparties to
satisfy their contractual commitments;

changes in oil, gas and fuel prices; and

other risk factors as set forth under "Risk Factors."
Forward-looking statements speak only as of the date they are made, and we do not undertake any
obligation to update them in light of new information or future developments or to release publicly any revisions to
these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
You should consider these cautionary statements together with any written or oral forward-looking statements that
we may issue in the future.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Currencies and Exchange Rates
Unless otherwise specified herein or the context otherwise requires, in this offering memorandum
references to "Central America" are to the region formed by the countries of Panama, El Salvador, Guatemala,
Honduras, Nicaragua and Costa Rica, together; references to "Panama" are to the Republic of Panama; references to
the "Panamanian government" are to the Government of the Republic of Panama; references to the "United States"
or the "U.S." are to the United States of America; references to "U.S.$" or "U.S. dollars" are to the lawful currency
of the United States, which since 1904 is also legal tender in and the functional currency of Panama and references
to the "Balboa" are to the official monetary unit of Panama, which serves only as coinage, and has been pegged at
parity with the U.S. dollar since 1904.
Financial Statements
This offering memorandum contains our audited financial statements as of and for the years ended
December 31, 2015, 2014 and 2013, which have been audited by Ernst & Young Limited Corp. (Panama), a member
firm of Ernst & Young Global Limited. This offering memorandum also contains our unaudited financial statements
as of and for the six-month periods ended June 30, 2016 and 2015. Our audited and unaudited financial statements
included herein are prepared in accordance with accounting principles generally accepted in the United States of
America, or U.S. GAAP.
This offering memorandum presents our Adjusted EBITDA information for convenience of investors.
"Adjusted EBITDA" represents our operating income (loss) plus depreciation and amortization. Adjusted
EBITDA is a supplemental measure of our financial performance that is not required under, or presented in
accordance with, U.S. GAAP. Adjusted EBITDA is presented because we believe that some investors find it
to be a useful tool for measuring a company's financial performance. Adjusted EBITDA should not be
considered as an alternative to, in isolation from, or as a substitute for analysis of our financial condition or
results of operations, as reported under U.S. GAAP. Other companies in our industry may calculate
EBITDA or Adjusted EBITDA differently than we have for purposes of this offering memorandum, limiting
EBITDA's and Adjusted EBITDA's usefulness as a comparative measure.
Rounding
Rounding adjustments have been made to figures included in this offering memorandum. Unless otherwise
stated or the context otherwise requires, all financial information in this offering memorandum is rounded to the
nearest one-tenth of million U.S. dollars, and percentage figures included in this offering memorandum are rounded
to the nearest one-tenth of one percent. As a result, numerical figures shown as totals in some tables may not be an
arithmetic aggregation of the figures that preceded them.
Market and Other Information
This offering memorandum contains and refers to information and statistics regarding the Panamanian
electricity industry. This market data was obtained from independent public sources, including publications and
materials from participants in the electricity industry and from governmental entities such as the Ministry of
Economy and Finance (Ministerio de Economía y Finanzas), the Secretary of Energy (Secretaria de Energía), the
Office of the Comptroller (Contraloría General de la República), the National Dispatch Center (Centro National de
Despacho), the Electricity Transmission Company (Empresa de Transmisión Eléctrica), the National Authority of
Public Services (Autoridad National de los Servicios Públicos) and the Environment Ministry (Ministerio de
Ambiente), among others. Some data are also based on our estimates, which are derived from our review of internal
reports, as well as independent sources. Other data have been provided to us by The AES Corporation, or AES.
Although these sources are believed to be reliable, we have not independently verified, and do not guarantee the
accuracy and completeness of this information.
See "Terms Used in this Offering Memorandum" for a description of terms referred to in this offering
memorandum, including certain technical terms commonly used in the electricity generation industry in Panama.

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TERMS USED IN THIS OFFERING MEMORANDUM
Terms referred to in this offering memorandum and otherwise not defined herein, including certain
technical terms commonly used in the electricity distribution industry in Panama, are set out below.
"2016 Notes"
The U.S.$300 million aggregate principal amount of 6.35% Senior Notes due
2016 issued by us in December 2006. As of June 30, 2016, U.S.$82.7 million
aggregate principal amount of 2016 Notes was outstanding.
"Adjusted EBITDA"
The Issuer's operating income (loss) plus depreciation and amortization
"AES" or "Parent

Company"
The AES Corporation (NYSE: AES), our indirect parent company
"AES Changuinola"
AES Changuinola, S.R.L., the legal entity that owns and operates the
Changuinola plant and in which we own a 20% ownership interest.
"AES Elsta"
AES Panamá Energy, S.A., managing equity holder of the Issuer
"AES MCA&C"
The regional group of AES to which AES Panamá belongs, and that includes
Mexico, Central America and the Caribbean.
"AES Panamá," "Company,"
"Issuer," "we" or "us"
AES Panamá S.R.L., formerly AES Panamá S.A.
"annual energy sales"
The sum of electricity delivered in GWh to all customers for the relevant year
"ASEP"
The National Authority of Public Services (Autoridad Nacional de los
Servicios Públicos), the governmental entity that regulates power generation,
transmission, interconnection and distribution activities in the electric power
sector in Panama
"Balboas"
Official monetary unit of the Republic of Panama
"Bontex Settlement"
The settlement agreement we entered into with Bontex S.A. on November 27,
2014 to settle the lawsuit they initiated against us in connection with the
collapse of the main tunnel at our Estí plant and resulting shutdown of our
plant for repairs, which they alleged reduced the amount of water available to
their Gualaca plant, and pursuant to which we agreed to pay them U.S.$7.5
million in four quarterly installments during 2015.
"Central America"
The region formed by the Republic of Panama, El Salvador, Guatemala,
Honduras, Nicaragua and Costa Rica, together
"Changuinola Management
The management agreement dated January 31, 2007 entered into by and
Agreement"
between AES Panamá and AES Changuinola for the operation and
management of the Changuinola I plant, as amended from time to time
"Changuinola plant"
The run-of-the-river hydroelectric facility located in the eastern region of
Panama in the Bocas del Toro province with three operating units totaling
222MW of installed capacity operated by AES Panamá pursuant to the
Changuinola Management Agreement
"Clearstream"
Clearstream Banking, société anonyme, Luxembourg
"CND"
The National Dispatch Center (Centro Nacional de Despacho), a dependency
of ETESA responsible for planning, supervising and controlling the integrated
operation of the National Interconnected System and for ensuring its safe and

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reliable operation
"Collateral Agent"
Deutsche Bank Trust Company Americas, as collateral agent under the Pledge
and Security Agreement
"CPI"
Consumer Price Index
"DTC"
The Depository Trust Company
"EEA"
European Economic Area
"EGESA"
The Electricity Generation Company (Empresa de Generación Eléctrica, S.A.),
the state owned generation company
"Environment Ministry"
Environment Ministry (Ministerio de Ambiente) created by way of Law No. 8
of March 25, 2015 to replace the National Environmental Authority (Autoridad
Nacional del Ambiente), as the Panama's governing body for matters of the
protection, conservation, preservation and restoration of the environment and
the sustainable use of natural resources and to ensure compliance with and
application of laws, regulations and the national environmental policy
"ERISA"
Employee Retirement Income Security Act of 1974, as amended
"Estrella del Mar I"
Estrella del Mar I Barge, a mobile thermo power generation plant constructed
on a barge
"Estrella del Mar I Loan"
The U.S.$57.3 million five year syndicated senior secured term loan entered
into on October 28, 2014, to finance the acquisition, purchase, installation and
commissioning of Estrella del Mar I
"Estrella PPA"
The Power Purchase Agreement executed by and between AES Panamá and
EGESA
"ETESA"
The Electricity Transmission Company (Empresa de Transmisión Eléctrica,
S.A.), the state owned transmission company
"Euroclear"
Euroclear Bank S.A./N.V
"Exchange Act"
U.S. Securities Exchange Act of 1934, as amended
"financial contract"
A PPA under which an agreed amount of capacity and its associated energy is
sold to an offtaker independent of whether that electricity was generated by the
company or purchased from the spot market
"firm capacity"
As defined in the market rules of the CND, the measurement of the capacity of
a generating unit or group of units that can be guaranteed in maximum
requirement conditions and that is a function of its operating and technical
characteristics, reliability requirements and the commitment assumed by the
market participant
"Fitch"
Fitch Ratings Ltd.
"FSMA"
Financial Services and Markets Act 2000, as amended
"GDP"
Gross domestic product
"GW"
One gigawatt, 1,000 megawatts or 1,000,000,000 watts; 109 watts

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