Panama, September 25, 2018. Morgan & Morgan and sixteen attorneys of the firm were recognized in the Chambers Latin America 2019, guide of the best lawyers and law firms across 20 countries of Central America, the Caribbean, South America and Mexico.
The firm has been ranked in the first Bands within the areas of Banking & Finance, Capital Markets, Corporate/M&A, Dispute Resolution, Energy & Natural Resources, Intellectual Property, Offshore, Projects, Real Estate, Shipping and Shipping Litigation.
Likewise, the publication noted as leaders in their areas attorneys Inocencio Galindo, Francisco Arias, Ramon Varela, Roberto Vidal, Simon Tejeira, Jose Carrizo, Luis Vallarino, Ana Carolina Castillo, Allen Candanedo, Maria Eugenia Brenes, Roberto Lewis, Luis Manzanares, Enrique De Alba, Jazmina Rovi, Juan David Morgan Jr. and Francisco Linares.
One of the clients interviewed stated that “Judging by the results that the firm achieves, I can say that their advice is effective and arrives in a timely manner. I would highlight their availability and technical competence”.
About Morgan & Morgan
With over 80 lawyers and 20 practice areas, Morgan & Morgan is a full service Panamanian law firm, regularly assisting local and foreign corporations from different industries, as well as recognized financial institutions, government agencies and individual clients. Of particular note is our continuous advice for clients involved in all stages of the development of important projects related to energy, water supply, construction, oil, mining, public infrastructure, retail, ports, transportation, among others. Learn more at www.morimor.com.
Panama, August 25, 2018. With the topic “Panamanian Fiscal Regulatory Framework in International Securitization”, Mr. Francisco Arias G., partner in charge of the Securities and Capital Markets practice group of Morgan & Morgan, participated as a speaker in the conference Latest Trends in Asset Securitization: Applications to the Panamanian Market. The event was organized by Flex Funds, a firm specializing in vehicles for worldwide investment.
The seminar was held at the Hilton Hotel in Panama City, and was attended by representatives of financial institutions, investment advisors, asset managers, family businesses, among other local and international professionals.
Other topics were discussed in the activity, such as Perspectives and triggering factors in the mergers and acquisitions sector in Central America, the securitization of assets and their applications and the experiences in the securitization of assets in securities firms in Panama.
About Morgan & Morgan
In the sector of capital markets in Panama, Morgan & Morgan focuses on public and private offerings, some with cross border components. The Securities and Capital Markets team of the firm has been involved in numerous transactions involving several billions of dollars. The firm also have assisted many clients in obtaining various licenses from the Superintendence of Securities Markets, including securities brokerage and investment fund administration.
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 Banistmo, S.A. in the structuring and registration of revolving corporate bonds for an amount of up to US$300 million
Morgan & Morgan advised Banistmo, S.A. in the structuring and registration with the Superintendency of Capital Markets of Panama of US$300,000,000 revolving corporate bonds. The bonds will be issued in different series with maturities ranging from 2 to 15 years and interest rates may be fixed or floating.
Banistmo, S.A. is a wholly owned subsidiary of Bancolombia, S.A. and is one of Panama’s largest banks with more than US$9MM in assets and deposits that exceed US$6MM. The funds received from the issuance of the bonds will constitute a new source of financing for Banistmo and will be used to grant new loans and expand its growing pool of receivables.
In the transaction, Morgan & Morgan’s attorneys worked with the executives of Banistmo’s department of investment banking in Panama and with the members of Bancolombia’s investment banking company in Colombia, knowingly, Banca de Inversion Bancolombia, S.A. The bonds received a local credit rating of ‘AAA(pan)’ from Fitch Ratings.
Partners Francisco Arias and Ricardo Arias, and senior associate Roberto Vidal, participated in this transaction.
Morgan & Morgan advised MMG Bank Corporation in the structuring of a program of revolving corporate bonds for an amount of up to US$100 million
Morgan & Morgan advised MMG Bank Corporation in the structuring of a program of revolving corporate bonds for US$100,000,000 of Corporacion Interamericana para el Financiamiento de Infraestructura, S.A. (CIFI). The bonds were registered with the Superintendency of Capital Markets of Panama.
The issuer of the bonds is CIFI and MMG Bank acted as arranger and is engaged as bookrunner and paying agent of the bonds. The bonds will be issued in different series with maturities ranging from one to ten years and interest rates may be fixed or floating. CIFI is a non-banking financial institution that provides financing for infrastructure and energy projects in Latin America and the Caribbean. The shareholders of CIFI include multilateral financial institutions, banks and state development funds. The funds received from the issuance of the bonds will constitute a new source of financing for CIFI and will be used to grant new loans for infrastructure projects, finance working capital and refinance all or part of its debts. In the transaction,
Morgan & Morgan’s attorneys worked with the executives of MMG Bank’s department of investment banking in Panama and with the members of CIFI’s finance department.
Partners Inocencio Galindo and Ricardo Arias, and associate Pablo Epifanio, 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 advised the Republic of Panama, Merrill Lynch, Pierce, Fenner & Smith Inc. and Morgan Stanley & Co. LLC in a tender offer of U.S. Global Bonds
Morgan & Morgan acted as Panamanian legal counsel to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, with respect to a tender offer by the Republic of Panama to bondholders of 3.875% Global Bonds due March 17, 2018, up to an additional US$253,988,000 aggregate principal amount of said 3.875% Global Bonds due March 17, 2018, and the issue by the Republic of Panama of up to U.S. $1,168,292,000.00 aggregate principal amount of 4.500% Global Bonds due March 15, 2047.
This cross-border transaction involved attorneys from Panama and the United States of America.
Partner Francisco Arias, senior associate Kharla Aizpurua Olmos and associate Ricardo Arias A., participated in the transaction.
Morgan & Morgan advised Cafetales, S.A. (Cafetales) and Energía Natural, S.A. (ENESA), in a joint venture in a special purpose vehicle, Emnadesa Holding, S.A., in favour of which ENESA transferred its ownership interest in Empresa Nacional de Energía, S.A., and Cafetales transferred its ownership interest in Hidroeléctrica Bajos del Totuma, S.A. Empresa Nacional de Energía, S.A. owns two mini hydroelectric power plants currently in operation in the Republic of Panama and is a bond issuer registered with the Superintendence of the Securities Market of Panama. On the other hand, Hidroeléctrica Bajos del Totuma, S.A. owns a mini hydroelectric power plant currently in operation in the Republic of Panama.
Partners Francisco Arias and Ramon Varela, and associates Ricardo Arias and Ana Carolina Castillo, participated in the transaction.
Morgan & Morgan advises Banco La Hipotecaria, S.A. in a cross-border securitization of mortgage backed securities for an amount of up to US$45,000,000
Banco La Hipotecaria, S.A., acting as trustee of the Thirteenth Mortgage-Backed Notes Trust, registered Mortgage Loans Notes in three tranches for an amount of up to US$45,000,000 with the Superintendency of Capital Markets of Panama, which notes were successfully placed through the Panama Stock Exchange. Payments due to holders under the Mortgage Loan Notes are guaranteed by a collateral trust constituted under the laws of Panama. The assets of the collateral trust are composed by mortgage loans granted to residents of El Salvador by La Hipotecaria, S.A. de C.V., which is Banco La Hipotecaria’s affiliate in El Salvador and dedicated to the origination of mortgage loans in said country. BG Trust, Inc., an affiliate of Banco General, is the trustee of the collateral trust.
This transaction was a cross-border securitization because the mortgage loans originated in El Salvador were sold to a collateral trust constituted under the laws of Panama in order to guarantee the Mortgage Loan Notes, the Series A of which were acquired by a grantor trust in the United States of America. Said grantor trust intends to sell trust certificates in a Rule 144A/Reg S offering. Payments due to investors under the trust certificates benefit from a guarantee granted by The Overseas Private Investment Company (OPIC), an agency of the U.S. government. The Series B and Series C Mortgage Loan Notes were acquired by local investors in Panama.
Partner Francisco Arias, and associates Ricardo Arias, Roberto Vidal and Pablo Epifanio, participated in the 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.