Morgan & Morgan advised Parque Industrial y Corporativo Sur, S.A. in connection with the public offering of revolving corporate bonds for an amount of up to US$100 million
Panama, April 24, 2020.
Morgan & Morgan advised Parque Industrial y Corporativo Sur, SA, in relation to the public offering of revolving corporate bonds (hereinafter the “Bonds”), which will be issued in multiple series, which may be senior series or subordinated series under a revolving program in which the outstanding principal balance of the Bonds issued and owed, in a single moment, may not exceed One Hundred million Dollars (US $100,000,000.00), legal tender of the United States of America. The series A of the Bonds may be guaranteed with a guarantee trust that has the usual assets for this type of transaction, such as monies, assigned rights, mortgages, among others.
Parque Industrial y Corporativo Sur, S.A. is a 42-hectare multipurpose project with high-quality, first-world infrastructure and buildings that serve as a storage and logistics center.
Panama, April 13, 2020.
Morgan & Morgan advised Alpha Credit ©, a leading technology firm that provides financial services to segments underserved by traditional banking institutions, specialized in consumer lending and financing for small and medium enterprises (SMEs), in the process to complete an equity financing round for more than MXN$2.4 billion (approximately US$100 million), led by SoftBank´s Latin America fund, one of the leading technology investors in the region.
Partners Francisco Arias and Roberto Vidal participated in this transaction.
Morgan & Morgan advised the shareholders of Unity Group in a corporate restructuring and subsequent sale of its business to Willis Europe B.V.
Panama, March 12, 2020. Morgan & Morgan advised the shareholders of Unity Group, a holding company with subsidiaries engaged in insurance brokerage in Central America with operations in six countries (Panama, Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua), in a corporate restructuring and subsequent sale of its business to Willis Europe B.V., a company incorporated under the laws of the Netherlands and a subsidiary of Willis Towers Watson (NASDAQ: WLTW), a leading global brokerage and consulting firm. The transaction will increase the reach and scale of Willis Towers Watson in the Latin American region, both for its Corporate Risk and Brokerage (CRB) and the Human Capital and Benefits (HCB) segments.
This was a cross border transaction involving United States of America, British Virgin Islands, The Bahamas, Panama, Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua.
Morgan & Morgan advised Marsh Semusa and its shareholders in the execution of a call option of shares of the company
Panama, January 30, 2020. Morgan & Morgan advised Marsh Semusa and its shareholders in the execution of a call option of shares of the company. Majority shareholders exercised a call option to acquire from the minority shareholders the remaining shares of Marsh Semusa.
Marsh Semusa is a risk consulting and insurance broker in Panama.
Partner Roberto Vidal represented Morgan & Morgan in this transaction.
Morgan & Morgan advised MMG Bank Corporation in connection with the first ever financing granted to a Fintech company in Panama
Panama, January 29, 2020. Morgan & Morgan advised MMG Bank Corporation as collateral trustee of a credit facility granted by a private investment fund to Adelantos Capital Corp.
Adelantos Capital Corp. is the first financial institution in Panama who runs its entire operation by electronic means and is dedicated to grant micro-credits in the country under a financial institution license granted by the Ministry of Commerce and Industry of Panama.
The transaction was the first ever financing granted to a Fintech company in the Republic of Panama.
Senior Associate Pablo Epifanio represented Morgan & Morgan in this transaction.
Morgan & Morgan advised First Quantum Minerals Ltd. in connection with a Senior Notes Offering for an amount of up to US$750 million
Panama, January 13, 2020. Morgan & Morgan acted as Panamanian counsel to First Quantum Minerals, Ltd. in its offering (under Rule 144A of the U.S. Securities Regulation) of US$500,000,000 in aggregate principal amount of 7.250% senior notes due 2023, and US$250,000,000 in aggregate principal amount of 7.500% senior notes due 2025.
Morgan & Morgan advised in connection with a Senior Secured Convertible Securities Purchase Agreement for an amount of up to US$50 million
Panama, January 9, 2020. Morgan & Morgan acted as Panamanian counsel to Avianca Holdings, S.A., Latin Airways Corp., Taca, S.A., AV International Investments, S.A., AV International Holdings S.A., AV International Holdco S.A., AV International Ventures S.A., AV TACA International Holdco, S.A., and Aviacorp Enterprises, S.A., as Note Parties in connection with the transactions contemplated by that certain Senior Secured Convertible Securities Purchase Agreement for US$ 50,000,000.00 dated as of January, 9, 2020, between Avianca Holdings, S.A., as Issuer, and Citadel Equity (Ireland) DAC, as a Purchaser, among other parties.
Morgan & Morgan advised Minera Cerro Quema in connection with a credit facility for an amount of up to US$125 million
Morgan & Morgan advised Minera Cerro Quema, S.A. as guarantor of a credit facility granted to its holding company Orla Mining Ltd. (TSX: OLA) by Trinity Capital Partners Corporation and certain other lenders with respect to its previously announced US$125,000,000.00 project finance facility for the development of the “Camino Rojo” Oxide Gold Project located in Zacatecas, Mexico. The Credit Facility was arranged by Trinity Capital and includes a syndicate of lenders led by Agnico Eagle Mines Limited, Pierre Lassonde and Trinity Capital, creating key alignment between debt and equity holders who will support the Company’s development going forward.
Partner Roberto Vidal represented Morgan & Morgan in this transaction.
Panama, November 15, 2019. Morgan & Morgan acted as counsel to the majority shareholders of Cemento Interoceanico, S.A., a Panamanian company dedicated to the production, commercialization and distribution of cement, concrete and derivative products, with respect to the sale of 75% of the issued and outstanding shares of the company to Cemento de Panama S.L.
Cemento de Panama S.L., is a company organized by the laws of Spain, part of Cemento Progreso´s Group, a Guatemala based major player in the cement and concrete industry in the Central American region.
The transaction had a unique structure and therefore, the legal team of Morgan & Morgan dealt with important challenges throughout the negotiation and closing of the deal.
Panama, November 1, 2019.
Morgan & Morgan advised Avianca Holdings, S.A., a company incorporated under the laws of the Republic of Panama (the “Company”), in launch and consummation of an exchange offer of the Company’s previously issued US$550,000,000 8.375% Senior Notes due 2020 for newly issued US$550,000,000 8.375% Senior Secured Notes Due 2020 (the “Exchange Notes”). The Exchange Notes will have terms that are identical in all material respects to the terms of the Existing Notes, except that, among other differences, (1) the Exchange Notes will be issued by the Company and will be guaranteed by Avianca Leasing, LLC and Grupo Taca Holdings Limited (“Taca”), which were co-issuers of the previous notes, and will additionally be guaranteed by Avianca Ecuador S.A., Tampa Cargo S.A.S., Aviateca, S.A., Latin Logistics, LLC, International Trade Marks Agency Inc., and a newly created intermediate holding company (“Parent HoldCo”), which did not guarantee the previous notes, (2) the Exchange Notes will be secured by a pledge or assignment of (a) the AVIANCA brand and certain other intellectual property registered in different jurisdictions, including Panama, (b) certain unencumbered aircraft which are currently owned directly by or in trust for the benefit of Tampa Cargo S.A.S. or by Aerovías del Continente Americano S.A. – Avianca (“Aerovias”), and (c) the residual interest in substantially all aircraft which are owned and financed now or in the future by the Company and its subsidiaries, and (3) the Exchange Notes will automatically be exchanged (the “Mandatory Exchange”) for an equivalent principal amount of 9.00% Senior Secured Notes due 2023 (the “New Notes”) on December 31, 2019 upon the closing of an investment of not less than U.S.$250 million of new equity or convertible debt in Avianca Holdings from United Airlines, Inc. (“United”), Kingsland Holdings Limited (“Kingsland”) and one or more financial institutions, of which at least U.S.$200 million thereof will be made by United and Kingsland (the “Stakeholder Investment”) and the receipt of such funds on or prior to December 31, 2019.
BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC acted as the Dealer Managers of the Exchange Offer, with BofA Securities, Inc. acting as Global Coordinator of the Exchange Offer. Wilmington Savings Fund Society, FSB, acted as indenture trustee and collateral trustee, Citibank, N.A. acted as transfer agent, registrar and principal paying agent, and Cititrust Colombia S.A., Sociedad Fiduciaria, acted as Colombian collateral agent.