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 represented Electron Investment, S.A. in an arbitration process filed by Constructora Seli Panamá, S.A. before the International Chamber of Commerce
Morgan & Morgan was part of the team of lawyers that represented Electron Investment, S.A. (“EISA”), in an arbitration process filed by Constructora Seli Panamá, S.A. (“SELI”), before the International Chamber of Commerce (“ICC”).
The request for arbitration was filed by SELI following certain disputes related to the contract for the construction of the tunnels of Pando and Monte Lirio Hydroelectric Projects, a contract that had been terminated by EISA as a result of a series of breaches by SELI, mainly due to failure to meet the deadline for the completion of the works. The construction contract was an EPC (engineering, procurement and construction) using the silver book of the International Federation of Consulting Engineers (FIDIC, by its initials French), where the contractor assumes responsibility for the design and construction of the project, in this case, of the tunnels of the hydroelectric power plants.
The process was under arbitration at law, according to Panamanian law and according to the rules of procedure of the ICC, having seat in Panama City, Republic of Panama. The total sum of the claim filed by SELI amounted to US$94,065,202.00; and EISA, for its part, filed a counterclaim for an amount of US$110,000,000.00.
After the evidence was heard and the corresponding steps of procedure were concluded, the arbitral tribunal issued the final award dated January 29, 2018, communicated to the parties on February 14, 2018, accepting most of the EISA’s claims and ordering SELI to pay EISA the sum of US$22,524,862.58; that after compensating the sums recognized in favor of SELI, results in an amount in favor of EISA of US$14,653,362.12, plus costs and expenses.
SELI subsequently filed a motion for annulment of the award before the Fourth Chamber of General Businesses of the Supreme Court of Justice, which is pending resolution.
EISA is a Panamanian company whose shareholders are Aurel, S.A. (a Panamanian company owned by Grupo Eleta), Compañía Española de Financiación del Desarrollo, COFIDES, S.A. (a Spanish company whose purpose is to provide medium and long-term financing for viable private investment projects abroad in which there is Spanish interest), and Genera Avante, S.L. (a Spanish owned company of Grupo Inveravante).
EISA has two hydroelectric generation concessions that use of the waters of the Chiriqui Viejo, Pando and Monte Lirio Rivers, which together have an installed capacity of 85MW. Monte Lirio started operations in October of 2014, while Pando is still under construction due to delays in the excavation of the tunnel.
José Carrizo and Ramón Varela, partners; and the associates Mayte Sánchez, Ana Carolina Castillo Solís and Analissa Carles, participated in this process.
Panama, October 15, 2018. Morgan & Morgan represented Engie Solar in the sale of its ownership in PanamaSolar2, S.A., to Latin Renewables Infrastructure Funds managed by Real Infrastructure Capital Partners.
Engie Solar through its subsidiaries Solairedirect Global Operations and Solairedirect Panama designed, procured, developed and built a photovoltaic power plant “Pocri” with an installed capacity of 16MW located in the Province of Cocle, Republic of Panama, owned and operated by PanamaSolar2, S.A.
PanamaSolar2, S.A., won a public bid for the sale of photovoltaic energy to all three distribution companies operating in Panama, for the supply of electricity to the national market. Even though the power plant is still undergoing operational tests, it is already generating and supplying renewable energy through the national grid.
Morgan & Morgan advised Hidroeléctrica Bajos del Totuma, S.A. in the registration for issuance of corporate bonds for an amount of up to US$32,000,000.00.
Morgan & Morgan acted as legal counsel of Hidroeléctrica Bajos del Totuma, S.A., a Panamanian hydropower company, in the registration for issuance of corporate bonds for an amount of up to US$32,000,000.00. The issuance has been registered with the Superintendency of Capital Markets of Panama and will be listed on the Panama Stock Exchange.
The bonds include: (i) secured bonds with a maturity from 2 to 10 years, for an amount of up to US$16,000,000.00, and subject to a revolving facility available for a period of up 10 years counted since the date of registration of the bond issuance with the Superintendency of Capital Markets of Panama; and (ii) non-cumulative subordinated bonds with a maturity of up to 50 years. Interests, maturity and amount of each series of bonds shall be determined and informed in advance by the issuer through a supplement to the prospectus. The proceeds from the issuance of the secured bonds will be used for refinancing the construction of the hydroelectric power plant. The proceeds from the issuance of the non-cumulative subordinated bonds shall be used by the issuer, among others, for capital expenditures.
The secured bonds shall be secured by a collateral trust, whose trustee is Banistmo Investment Corporation, S.A., and which includes as collateral a real property mortgage over the power plant and real estate of the plant, the assignment of the proceeds of the power purchase agreements entered into by Hidroeléctrica Bajos del Totuma, S.A., as well as of the proceeds from the spot market sales, a conditional assignment of the power purchase agreements and other project material contracts, a pledge over the shares of Hidroeléctrica Bajos del Totuma, S.A., and a corporate guarantee issued by Emnadesa Holding, S.A. (its parent company).
Hidroeléctrica Bajos del Totuma, S.A., is a Panamanian company with a hydroelectric concession for the generation of electricity using the waters of the Colorado River, located in the Province of Chiriqui, Republic of Panama, with an installed capacity of 6.3MW. The hydroelectric power plant is currently in operations, generating electricity for national consumption.
Hidroeléctrica Bajos del Totuma, S.A., is a subsidiary of Emnadesa Holding, S.A., a holding company that also owns Empresa Nacional de Energía, S.A. (EMNADESA), another Panamanian company with two hydroelectric generation concessions also located in the Province of Chiriqui, Republic of Panama, and who is also a bond issuer duly registered with the Superintendency of Capital Markets of Panama, and whose bonds are listed on the Panama Stock Exchange.
Partners Francisco Arias and Ricardo Arias, an associates Ana Carolina Castillo and Cristina De Roux, participated in this transaction.
Morgan & Morgan advised Hidrotenencias, S.A., with respect to the sale of its hydroelectric generation business to EnfraGen Spain, S.A.
Morgan & Morgan acted as Panamanian counsel to the shareholders of Hidrotenencias, S.A., a company that owns and operates three run-of-the-river hydropower plants located in the province of Chiriqui, in connection with the sale of their stake in the company to EnfranGen Spain, S.A.
This cross-border transaction, which involved attorneys from Panama and the United States of America, consisted in the sale of the 100% of the shares of Hidrotenencias, S.A., which in turns owns 100% of the shares of Las Perlas Sur, S.A., Las Perlas Norte, S.A. and Istmus Hydro Power Corp., corporations with hydroelectric generation concessions in the Republic of Panama.
Partner Francisco Arias G., senior associate Roberto Vidal and associate Cristina De Roux, participated in this transaction.
Morgan & Morgan advised Banistmo Investment Corporation with respect to the financing of the first LNG terminal in Panama
Morgan & Morgan advised Banistmo Investment Corporation, S.A. as holder of local collateral of several energy projects and the most recent being the Gas Natural Atlantico, S. de R.L. and Costa Norte LNG Terminal S. de R.L. LNG project locate in the province of Colon, Panama, which is an approximately US$600 million financing.
This is a cross-border transaction involved attorneys from United States of America and Panama. The matter is from 2016 however the firm continue to advise in issues that arise from the financing.
Senior associate Kharla Aizpurua Olmos, 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 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 advised Minera Panama, S.A. and First Quantum Minerals Ltd. in connection with a Streaming Agreement for an amount of US$1,000,000,000.00
Franco-Nevada (Barbados) Corporation, as Buyer, and Minera Panama, S.A., as Seller, and Inmet Panama I S. À R.L., and Inmet Panama II S.A., and Inmet Finance Company S. À R.L.; signed a revised Purchase and Sale Agreement dated October 29, 2015, for a precious metals stream on the Cobre Panama copper project in Panama, by which the Buyer would provide a cash deposit payment of US$1,000,000,000.00 against future deliveries by the Seller of certain precious metals.
Partner Inocencio Galindo and associate Aristides Anguizola, participated in this transaction.
Franco-Nevada (Barbados) Corporation, en su condición de Comprador, y Minera Panamá, S.A. en su condición de Vendedor, e Inmet Panama I S.À R.L., e Inmet Panama II S.A., e Inmet Finance Company S.À R.L. firmaron un Contrato de Compra y Venta con fecha 29 de octubre de 2015 para la compra de metales preciosos en el proyecto panameño Cobre Panamá, por el cual el Comprador suministraría un depósito en efectivo de US$1,000,000,000.00 contra entregas futuras de ciertos metales preciosos por parte del Vendedor.
Inocencio Galindo, socio, y Aristides Anguizola, asociado, participaron en esta transacción.
Morgan & Morgan advised the lenders with respect to loans for an amount up to US$300 million for the financing of a four wind farms in Panama
Morgan & Morgan acted as Panamanian counsel to International Finance Corporation (IFC), Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO), Societe de Promotion et de Participation pour la Cooperation Economique (Proparco), Oesterreichische Entwicklungsbank AG (OeEB), Central American Bank for Economic Integration (CABEI), Banco General, S.A. and Banco Nacional de Panamá; 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.
Partner Ramon Varela and associates Kharla Aizpurua Olmos, Gilbert Mallol and Carlos Hoyos, participated in this transaction.
Morgan & Morgan actuó como asesor legal panameño de la International Finance Corporation (IFC), Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO), Societe de Promotion et de Participation pour la Cooperation Economique (Proparco), Oesterreichische Entwicklungsbank AG (OeEB), Banco Centroamericano de Integración Económica (BCIE), Banco General, S.A. y Banco Nacional de Panamá, como acreedores, en relación con el financiamiento de hasta US$300 millones para continuar la construcción, operación y mantenimiento de la segunda fase del proyecto de parque eólico de Penonomé que comprende una planta generadora de energía eólica de 215MW consistente en cuatro parques eólicos en la República de Panamá.
Este proyecto se espera sea el parque eólico más grande de Centroamérica y un nuevo componente en la matriz de energía renovable en Panamá.
El socio Ramón Varela y los asociados Kharla Aizpurúa Olmos, Gilbert Mallol y Carlos Hoyos participaron en esta transacción.