Morgan & Morgan advised Electron Investment, S.A. in the public offering of corporate bonds for a sum of up to US$ 205 million
Panama, July 15, 2020.
Morgan & Morgan represented Panamanian company Electron Investment, S.A. (the “Issuer”) in the public offering of corporate bonds for a sum of up to US$ 205,000,000 (the “Bonds”) in relation to Pando and Monte Lirio, two hydropower generating facilities that it owns and operates. For purposes of the public offering, Electron Investment, S.A. registered the Bonds with the Superintendence of the Securities Market of Panama under an abbreviated registration procedure for recurring registered issuers pursuant to Agreement 1-2019. The Bonds were successfully offered through Panama Stock Exchange, S.A. and were acquired by a group of institutional investors led by Banco General. The Issuer used the funds derived from the sale of the Bonds mainly to cancel the Series A of the corporate bonds issued under a public offering of bonds which is registered with the Superintendence of the Securities Market under Resolution No. SMV-407-15 of June 30, 2015 (the “2015 Bonds”), and to cancel a subordinated loan with Banco General.
The Issuer’s obligations derived from the Bonds are guaranteed by a guaranty trust (the “Trust”) that was constituted in 2015 by the Issuer and BG Trust, Inc., the latter in its capacity as trustee, to guarantee the Issuer’s obligations arising from the 2015 Bonds, and which was modified on May 14, 2020 pursuant to the approval of a super majority of the holders of said bonds. Such amendment was registered before the Superintendence of the Securities Market under Resolution No. SMV-212-20 of May 15, 2020, mainly for the purpose of establishing that, once the obligations arising from the 2015 Bonds have been canceled, the Trust will continue to be in full force so as to guarantee the Issuer’s obligations under the Bonds. The assets of the Trust consist mainly of revenue flows that the Issuer is entitled to receive pursuant to energy and/or power purchase agreements and transactions in the spot market. A pledge over the issued shares of the Issuer and mortgages on both movable and immovable property owned by the Issuer and related to the hydropower facilities have also been created in favor of the trustee.
Morgan & Morgan advised Gaming & Services de Panama, S.A. and Cirsa Enterprises Group, in connection with a revolving credit facility and a term loan facility
Panama, July 9, 2020.
Morgan & Morgan advised Gaming & Services de Panama, S.A. (the “Company”) and Cirsa Enterprises Group (“Cirsa”), a leading gaming group in Spain, Italy and a number of countries in Latin America, with respect to (i) a revolving credit facility agreement up to the amount of €55,000,000, by and among Cirsa Enterprises S.L.U., Cirsa Finance International S.à r.l. and the Company (as guarantor) with Deutsche Bank AG, London Branch and Barclays Bank Plc.; and (ii) a term loan facility agreement up to the amount of €20,000,000 by and among Cirsa Enterprises S.L.U., Cirsa Finance International S.à r.l., the Company (as guarantor) and Sculptor Capital Mnagement, as fund manager.
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 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.
Morgan & Morgan advised IDB Invest, a worldwide financial institution with presence in Latin America and the Caribbean region, in connection with a loan facility granted to Global Bank Corporation for an amount of up to US$60,000,000.00 (with an option for further supplements).
Up to 70% of the proceeds of the loan will be used by the Panamanian bank to provide loans to local small and medium-sized enterprises, with the remaining 30% to be used to provide loans to women and women-led businesses.
This cross-border deal, which closed on March 15, 2019, involved attorneys from the Republic of Panama and the United States of America.
Partner Ramon Varela represented Morgan & Morgan in this transaction.
Morgan & Morgan advised The Goldman Sachs Group Inc. in the negotiation of a Security Purchase Agreement with McDermott International, Inc.
Panama, December 7, 2018. Morgan & Morgan represented certain investment funds managed by the Merchant Banking Division of The Goldman Sachs Group Inc. (“Goldman Sachs”) in the negotiation of a Security Purchase Agreement pursuant to which Goldman Sachs acquired for US$300 Million, 12% Redeemable Preferred Stock of McDermott International, Inc., a Panamanian corporation (the “Company”), and a warrant to purchase a number of shares of the common stock of the Company.
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.
Morgan & Morgan acted as special Panamanian counsel to Alta Cordillera, S.A., in connection with a credit facility agreement granted by PDS Gaming-International, LLC, M&G Illiquid Credit Opportunities Fund Limited and M&G Illiquid Credit Opportunities Fund II Limited, as lenders, to Alta Cordillera and Codere Newco, S.A.U., as borrowers. PDS Gaming LLC acted as arranger, servicer and agent for the lenders and PDS Gaming-International, LLC acted as collateral agent.
Morgan & Morgan advised Banisi, S.A. and MMG Bank Corp. in the structuring of a program of revolving corporate bonds for an amount of up to US$50 million
. Morgan & Morgan advised Banisi, S.A., a bank with general license to perform banking business in Panama, and MMG Bank Corporation in the structuring of a program of revolving corporate bonds for US$50,000,000. The bonds were registered with the Superintendency of Capital Markets of Panama. The issuer of the bonds is Banisi, S.A. and MMG Bank Corporation acted as arranger, bookrunner and paying agent of the bonds. The bonds may be issued in different series with maturities ranging from one to ten years and interest rates may be fixed or floating.
Banisi, S.A. is a bank that was granted a general banking license by the Superintendence of Banks of Panama and, as such, it may perform banking business in Panama, including accepting deposits from the public and granting credit, including personal, commercial, mortgage and other loans. The funds received from the issuance of the bonds will constitute a new source of financing for Banisi and will be used to expand their portfolio of loans, working capital requirements and other purposes. The bonds of a series may be guaranteed by a collateral trust that Banisi, as settlor, has constituted with MMG Bank Corporation, as collateral trustee. The assets that Banisi will transfer to the collateral trusts will be bank loans granted to its debtors, the outstanding principal balance of which shall be at least 120% of the outstanding principal balance of the bonds guaranteed by the collateral trust.
Partners Ricardo Arias and Roberto Vidal, and associates Pablo Epifanio and Cristina De Roux, participated in this transaction.