Morgan & Morgan advised Banistmo, S.A. in connection with the public offering of senior secured notes for an amount of up to US$400 million issued through the ENA Master Trust
Panama, November 16, 2020. Morgan & Morgan acted as counsel to Banistmo, S.A., in connection with the issuance and placement of senior secured notes due 2048 with an interest rate of 4%, for an amount up to US$400,000,000.00, issued through the ENA Master Trust, a special trust vehicle created by Empresa Nacional de Autopistas, S.A. (ENA) to raise the funds to refinance certain obligations amongst others of ENA Sur, S.A. and ENA Este, S.A., both companies that owns the concession rights on toll roads knows as “Corredor Sur” and “Corredor Este”.
The notes were registered with the Superintendence of Markets of the Republic of Panama and listed in the Panama Stock Exchange and Luxembourg Stock Exchange, and placed in the United States of America under 144A/ Regulation S exemptions.
In this public offering, Banistmo, S.A. acted as trustee, to a special purpose trust created by Empresa Nacional de Autopista, S.A. (ENA), as settlor and servicer, and ENA Este, S.A., as settlor and ENA Sur, S.A., as settlors, known as “ENA Master Trust” that issued the bonds to raise the funds needed to refinance certain obligations amongst others of ENA Sur, S.A. and ENA Este, S.A., both companies that own concession rights on highways knows as “Corredor Sur” and “Corredor Este”.
To achieve this issuance, it was necessary to cover complex legal aspects of several jurisdictions, the modification of the existing terms of the bonds issued by ENA Sur Trust and ENA Este Trust, an early redemption of the notes issued by the ENA Sur Trust, among other aspects. The transaction at hand was a complex cross-border transaction covering aspect of several jurisdictions, which in addition required for the existing terms of the notes issued by the ENA Sur Trust and the ENA Este Trust to be amended as well as an early redemption of the notes issued by the ENA Sur Trust.
It is important to mention that we acted as wellMorgan & Morgan acted as well as counsel to Banistmo, S.A. for purposes of the relevant legal matters that arouse for the existing notes issued by the ENA Este Trust, in which Banistmo, S.A. is the trustee as well.
Partners Kharla Aizpurua Olmos, Inocencio Galindo, Ricardo Arias and Jose Carrizo, and senior associate Pablo Epifanio, participated in this transaction.
Morgan & Morgan advised Avianca Holdings, S.A. in connection to a over US$ 2 billion debtor-in-possession financing structure pursuant to its reorganization plan under Chapter 11 of the United States Bankruptcy Code.
Panama, October 26, 2020. Morgan & Morgan acted as Panamanian counsel to Avianca Holdings, S.A., as Debtor; and 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., International Trade Marks Agency Inc. and Aviacorp Enterprises, S.A., as Guarantors, in connection with the transactions contemplated by a debtor-in-possession financing consisting of US$ 1.27 billion Tranche A senior secured financing and US$ 722 million Tranche B secured subordinated loan. The financing will help Avianca improve its liquidity and provide support to its operations.
Partners Francisco Arias and Aristides Anguizola, Associate Allen Candanedo, and International Associate Miguel Arias participated in this transaction.
Morgan & Morgan advised Banistmo, S.A., in an up to US$315.6 million loan agreement for the financing of the acquisitions of CDNOs related to Line 2 of Panama´s City’s metro system.
Panama, September 29, 2020. Morgan & Morgan provided legal counsel to Banistmo, S.A., as Administrative Agent and Collection Agent, in connection with a loan agreement for an amount of up to US$315,601,312.14 between CitiGroup Global Markets, Inc. and UBS Securities LLC, as Joint Lead Arrangers and Bookrunners, various local and international banks as lenders, Banistmo, S.A., as Administrative Agent and Collection Agent to finance the acquisition by the borrower of the CDNOs.
The transaction included an agreement with Metro de Panama, S.A. to exchange the CDNOs, acquired in order to differ payment date, for consolidated CDNOs (“Aglutinados”).
Partner Kharla Aizpurua Olmos represented Morgan & Morgan in this transaction.
Morgan & Morgan advised Panasolar Generation, S.A. in an issuance of corporate green bonds for US$15,500,000.00.
Panama, September 29, 2020. The green bonds are certified under the Climate Bonds Certification Scheme run by the Climate Bonds Initiative, an international, investor-focused non-profit organization, and the only organization working solely on mobilizing the $100 trillion bond market for climate change solutions.
The Climate Bonds Standard and Certification Scheme is a labelling scheme for bonds, loans & other debt instruments. Rigorous scientific criteria ensure that it is consistent with the goals of the Paris Climate Agreement to limit global warming to under 2 degrees. The scheme is used globally by bond issuers, governments, investors, and financial markets to prioritize investments that genuinely contribute to addressing climate change. This certification is the main international award recognizing the best practices in green finance, covering green bonds, loans and significant market developments in climate and transition investments.
The green bonds also have a verification by Pacific Corporate Sustainability (PCS) of the Pacific Credit Ratings group.
The green bonds have been registered with the Superintendency of Capital Markets of Panama and will be listed on the Panama Stock Exchange. MMG Bank acted as arranger and is engaged as bookrunner and paying agent of the green bonds.
Partners Roberto Vidal, Kharla Aizpurua Olmos and Ricardo Arias, and associate Cristina De Roux participated in this transaction.
Morgan & Morgan advised in a US$40 million bond issuance by Banco Latinoamericano de Comercio Exterior (Bladex)
Panama, September 14, 2020. Morgan & Morgan advised BofA Securities, Inc., Mizuho Securities USA LLC., and SMBC Nikko Securities America Inc., in an issuance by Banco Latinoamericano de Comercio Exterior (Bladex) of five-year term bonds for US$400,000,000.00 with a fixed coupon of 2.375%, under Rule 144A and Regulation S of the United States Securities Act of 1933.
Partners Francisco Arias G. and Roberto Vidal, and international associate Miguel Arias M. represented Morgan & Morgan in this transaction.
Morgan & Morgan advised Electron Investment, S.A. in the public offering of corporate bonds for a sum of up to US$ 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.