Morgan & Morgan provide legal support in negotiations for a wide variety of public tenders and concession contracts with the Panamanian Government. Our attorneys represent international and domestic clients in preparing the required documentation for Public Bids, assist them in the Bidding process, and promote and defend their interests before the corresponding administrative and judicial entities.
The firm has advised in the negotiation of multiple major concession contracts such as mining, port facilities, aviation and air transport, energy, telecommunications, oil storage and transportation, water supply, hospitality, among others.
Our clients include major multinational companies, investors, developers, operators, contractors, government agencies, lenders and investment banks.
Representative clients: Minera Panama, Biwater, The AES Corporation, Panama Ports Company, Electron Investment, Tropigas/Petroport, Melones Oil Terminal, International Finance Corporation (IFC), Secretaria del Metro de Panama, First Group America, among others.
For over 20 years, we have been advising Minera Panama in connection with US$6.4 Billion copper mining project Cobre Panamá, the biggest private sector investment in Panama history; including several regulatory matters, permits and different types of concession contracts (exploration, extraction), infrastructure development matters such as a 300 MW two-unit coal-fired generating facility, a port facility on the Caribbean coast north of the mine; environmental law issues on land and surface rights; drafting of loan agreements before banking and financial entities; immigration and labour related matters; litigation matters; and every critical step on corporate matters related to Panamanian law.
Metro de Panama
Advising Metro de Panama, S.A., a corporation 100% owned by the Republic of Panama, in connection with Line 1 and 2 of the Metro of Panama. Morgan & Morgan has been engaged to prepare the Engineering, Procurement and Construction (EPC) contract, an important part of the documentation used as part of the bid process. The Metro of Panama is the most important public infrastructure project under development in the Republic of Panama and the first of its class in Central America.
Advising First Transit in connection with a Consulting Services Agreement for the operation of the Metro Bus system. The Ministry of the Presidency contracted First Transit de Panama Inc. (part of First Group plc, a publicly traded company in the London Stock Exchange) as a Consultant by means of a Consulting Services Agreement, for it to provide management services to Transporte Masivo de Panamá, S.A., which is the concessionaire for the operation of the Metro Bus System. Metro Bus is the bus rapid system for Panama City and San Miguelito, comprising 1,200 buses and seven bus stations, providing services to more than 500,000 daily citizens. The firm’s advice and participation consisted of, among others, the drafting, reviewing, participating, and actively counseling, in negotiations of the Consulting Services Agreement, required in order to complete the US$10.6 million transaction.
Acted as counsel to Construcciones Hospitalarias, S.A., a subsidiary of Fomento de Construcciones y Contratas, S.A. (FCC), as assignor, in a US$250 million Master Framework Assignment and Revolving Limited Recourse Receivables Agreement for HSBC Bank (Panama), S.A., as assignee and administrative agent. Besides HSBC Bank (Panama), there are other banks as assignees, such as The Bank of Nova Scotia, Banco Nacional de Panama, Caja de Ahorros, Banco Bilbao Vizcaya Argentaria Panama, S.A., Produbank (Panama), S.A. and Banco Aliado, S.A. Construcciones Hospitalarias, S.A. has assigned under the Master Framework Assignment and Revolving Limited Recourse Receivables Agreement and ancillary documents all of its payment rights arising from the US$517 million design and construction contract executed between Construcciones Hospitalarias, S.A. and Caja de Seguro Social (CSS), which is the Panamanian Social Security Administration for the construction of the Ciudad Hospitalaria project, which is the largest-ever infrastructure project undertaken by Caja de Seguro Social in Panama. It is also the first – and only – turnkey contract that CSS has entered.
Ciudad de las Artes
Acted as counsel to Credit Suisse AG, Cayman Islands branch, as assignee and administrative agent and to HSBC Bank (Panama), S.A., as local collection agent, in a US$50,960,135.51 Master Assignment Agreement of certain credit rights of Consorcio Omega, conformed by Omega Engineering Inc. and Omega Engineering LLC, as assignor.
Consorcio Omega has assigned under the Master Assignment Agreement and ancillary documents all of its payment rights arising from the US$54,527,345.00 design and construction contract executed between Consorcio Omega and Instituto Nacional de Cultura (INAC), for the construction of the Ciudad de las Artes. It is the first – and only – turnkey contract into which INAC has entered.
Panamanian counsel to Panama Ports Company, S.A. (member of Hutchinson Ports Holdings), currently developing and operating the Port of Balboa and the Port of Cristobal on the Pacific and Atlantic coasts of the Republic of Panama, in corporate matters related to both projects, including environmental law issues, public concessions, litigation matters, project finance, immigration and labour related matters; and every critical step on corporate matters related to Panamanian law.
Main advisor to both AES Changuinola, S.A. and AES Panamá, S.A. (affiliates of The AES Corporation) in ongoing regulatory, commercial, environmental, financial and corporate matters related to the development and construction of the Changuinola I Project, a 223 MW run of the river hydroelectric plant developed in the province of Bocas del Toro, Republic of Panama. This project is one of the most important private investments in the country (US$630 millions).
Penonomé Wind Power Project
Panamanian counsel to financial entities acting as lenders in connection with a US$300 million debt-financing for the ongoing construction, operation and maintenance of the second phase of the Penonomé wind power project comprising a 215 MW wind power plant consisting of four wind farms in the Republic of Panama. The project is expected to be the largest wind farm in Central America and a new component in Panama´s renewable energy matrix.
Panama Canal Expansion
Panamanian counsel to the (International Financial Corporation (IFC), the Japan Bank for International Cooperation (JBIC), the European Investment Bank (EIB), the Inter-American Development Bank (IDB) and the Andean Development Corporation (CAF), in connection with a US$2.3 billion syndicated loan unsecured credit facility to finance the most important infrastructure project in Panamanian history that will increase the Panama Canal competitiveness by doubling its traffic capacity.
Advising the Ministry of Economy and Finance, Empresa Nacional de Autopista, S.A., (ENA), and ENA Norte, S.A. (an affiliate of ENA), in the acquisition of the Corredor Norte, a toll road concession in the Republic of Panama. The firm´s advice and participation consisted of, among others, the creation of a special purpose vehicle, subsequently capitalized by Pycsa Panamá, S.A. (the original Concession holder) by transferring the Concession and its related assets; structuring the different components of the operation; drafting and reviewing the required documents and agreements; and procuring regulatory approvals and opinions required in order to complete the US$647 million transaction.
Advising to the owner and developer of Pedro González Island, Archipelago Las Perlas, Pacific Ocean. The project consists of the integrated development of approximately 1,600 hectares of the island, including an airport, several hotels, a town center, several marinas, etc., as well as contemplating the integration of the project with an existing town; therefore, more than half a dozen lawyers have been called to contribute in connection with various matters, including real estate and condominium regulations (horizontal property), contractual arrangements (bidding process for construction contracts), labor, licensing, environmental and tax. The project is owned by local investors and a fund registered in the UK.
Advising in various matters to the owner and developer of Buenaventura, to date one of the most successful (if not, the most successful) and exclusive real estate developments in the countryside of the Republic of Panama, hosting a hotel (Bristol), a golf course (Jack Nicklaus) and other amenities.