Morgan & Morgan advised Cirsa Gaming Corporation, S.A. in connection with the offering of senior secured notes and floating rate senior secured notes
Morgan & Morgan acted as counsel to Cirsa Gaming Corporation, S.A. (Cirsa) in connection with the offering of €663,000,000 6.250% senior secured notes due 2023, €425,000,000 floating rate senior secured notes due 2023, U.S. $550,000,000 7.875% senior secured notes due 2023, issued by LHMC Finco S.a.r.l. (Issuer), and to be guaranteed by the Issuer and, among others, Gaming & Services de Panama, S.A.
Cirsa is one of the leading gaming companies in Spain, Italy and Latin America and is engaged in the operation of slot machines, casinos and bingo halls and the manufacture of slot machines.
Partners Francisco Arias, senior associate Roberto Vidal and associate Cristina De Roux, participated in this transaction.
Morgan & Morgan advised Hidrotenencias, S.A., with respect to the sale of its hydroelectric generation business to EnfraGen Spain, S.A.
Morgan & Morgan acted as Panamanian counsel to the shareholders of Hidrotenencias, S.A., a company that owns and operates three run-of-the-river hydropower plants located in the province of Chiriqui, in connection with the sale of their stake in the company to EnfranGen Spain, S.A.
This cross-border transaction, which involved attorneys from Panama and the United States of America, consisted in the sale of the 100% of the shares of Hidrotenencias, S.A., which in turns owns 100% of the shares of Las Perlas Sur, S.A., Las Perlas Norte, S.A. and Istmus Hydro Power Corp., corporations with hydroelectric generation concessions in the Republic of Panama.
Partner Francisco Arias G., senior associate Roberto Vidal and associate Cristina De Roux, participated in this transaction.
Morgan & Morgan advised Banco General, S.A. and Banistmo, S.A. in the structuring of an issuance of corporate bonds for an amount of up to US$320,000,000 carried out by Alternegy, S.A.
Morgan & Morgan advised Banco General, S.A. and Banistmo, S.A. in the structuring of an issuance of corporate bonds for an amount of up to US$320,000,000 carried out by Alternegy, S.A. The bonds were issued by Alternegy, and Banco General and Banistmo acted as joint arrangers and underwriters of the bonds. The bonds were registered with the Superintendency of Capital Markets of Panama and listed on the Panama Stock Exchange.
The bonds have a maturity of 10 years, interest will be paid quarterly at a floating rate (minimum 5.5%) and payments of principal will be made every six months with a balloon payment at the maturity date. Alternegy is a subsidiary of Celsia, a Colombian group of companies engaged in power generation, and it operates two hydroelectric power plants in Panama. Repayment of the bonds are secured by collateral trusts constituted under Panama and Costa Rica law. The funds received from the issuance of the bonds will constitute a new source of financing for Alternegy and will be used to repay a bridge loan granted to one of its affiliates, and which had been obtained for the purposes of financing the acquisition and operation of two hydroelectric power plants owned by Alternegy in Panama, namely Lorena and Prudencia; a hydroelectric power plant owned by Bontex in Panama, namely Gualaca; and a wind power plant owned by Planta Eólica Guanacaste, S.A. (PEG) in Costa Rica, namely Planta Eólica de Guanacaste.
Morgan & Morgan also advised Banistmo Investment Corporation, S.A., in its capacity as i) trustee of the Panamanian collateral trust. The assets of said trust include, among others, receivables generated by the power plants operated by Alternegy and Bontex in Panama, a mortgage over the real property owned by Alternegy and Bontex in Panama, a pledge over the shares of Alternegy and Bontex held by Celsia, rights to receive payment under certain guarantee bonds; and ii) beneficiary of the Costa Rican collateral trust, the trustee of which is Banco Improsa and the assets of which include, among others, the flows generated by the Costa Rican power plant operated by PEG, real property of PEG and a movable guarantee over the shares of PEG held by Celsia.
In the transaction, Morgan & Morgan’s attorneys worked with the executives of Banco General and Banistmo’s department of investment banking in Panama and with the members of Banca de Inversión Bancolombia, S.A., Bancolombia’s investment banking company in Colombia.
Partners Ramon Varela and Ricardo Arias, senior associates Kharla Aizpurua Olmos and Roberto Vidal, and associates Ana Carolina Castillo and Cristina De Roux, participated in this transaction.
Morgan & Morgan acted as counsel to the shareholders of The Metropolitan School of Panama, S.A., in connection with the sale of their 100% stake in the Company, to Nord Anglia Education Limited, who is a world’s leading premium schools organisation and the owner of 44 international schools located worldwide.
The Metropolitan School of Panama, S.A. is one of the most reputable schools in the Republic of Panama, offering IB Curriculum to students from Pre-K through 12th grade.
Partners Francisco Arias G. and Jose Carrizo, and associates Pablo Epifanio, Adolfo Campos, Ana Cristina Castrellon, Cristina de Roux and Angelica Ortiz, participated in this transaction.
Morgan & Morgan advised an affiliate company of Grupo Provivienda in the purchase of a shareholding participation in Argos Panama, S.A.
Morgan & Morgan acted as Panamanian counsel to an affiliate of Grupo Provivienda in the purchase of 20% of the issued and outstanding shares of Argos Panamá, S.A., a Panama-based subsidiary of the Cementos Argos, a Colombia-based cement group that is the fifth largest in Latin America and second largest in the south east of the United States.
“Although this is the purchase of a minority equity stake, because of the value of the deal, the purchaser requested a complete due diligence of the operations of Argos Panamá and its subsidiaries, which included ports, mining, and cement related activities. The transaction also required steps to ensure the protection of all pertinent corporate rights to the rest of Argos Panamá’s minority shareholders and, in consequence, the purchaser’s economic and political rights”, stated Dr. Francisco Arias, partner of Morgan & Morgan, who handled this operation.
Associate Cristina De Roux also participated in this transaction.
Morgan & Morgan advised MMG Bank Corporation in the registration with the SMV of MMG Global Allocation Fund, Inc. as an investment fund authorized to publicly offer up to 20,000,000 of its Ordinary Class B Shares
Morgan & Morgan provided legal counsel to MMG Global Allocation Fund, Inc. (“MMG GAF”) in its constitution as a close-ended fund of funds. For said purpose, Morgan & Morgan provided advice to MMG GAF in registering with the Superintendence of the Securities Market of Panama (the Superintendencia del Mercado de Valores or “SMV”). The investment objective of MMG GAF is capital appreciation by acquiring a diversified portfolio of assets comprised of fixed-income, variable-income and alternative instruments derived from operations in Panama and abroad. MMG GAF was authorized by the SMV to publicly offer up to 20,000,000 of its Ordinary Class B Shares at an initial offering price of US$10.00.
MMG Bank Corporation acted as Arranger, Payment and Transfer Agent, Custodian and Placement Agent of MMG GAF and MMG Asset Management Corp. was appointed as Investment Manager of MMG GAF. Morgan & Morgan worked closely with MMG Bank Corporation and MMG Asset Management in the process of registering MMG GAF with the SMV and in the definition of the final terms and conditions of its Ordinary Class B Shares.
Partner Francisco Arias, and associates Ricardo Arias A., Pablo Epifanio and Cristina de Roux, participated in this transaction.
Morgan & Morgan acted as Panamanian counsel to Thesan with respect to the acquisition of PSZ1, S.A., a Panamanian company with a generation license issued by the National Authority of Public Services of Panama, for the development, construction and operation of the solar photovoltaic power plant “El Espinal”, with an installed capacity of 8.5MW in the Republic of Panama. Shortly after the acquisition of PSZ1, S.A., Thesan began the construction of the power plant, which is currently generating and supplying energy to the electricity market.
Morgan & Morgan continues to advise Thesan in on-going legal and regulatory matters of this project.
Partner Ramon Varela, and associates Ana Carolina Castillo and Cristina De Roux, participated in this transaction.