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Español 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.
Partners Ramon Varela and Ricardo Arias, senior associate Ana Carolina Castillo and international associate Miguel Arias M., participated in this transaction.
- Published in Ana Castillo, Banking Law, Energia, Energy, expertise, Miguel Arias_exp, Projects, Projects-es, Ramon Varela, Ricardo Arias, Securities and Capital Markets, Securities and Capital Markets-es
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.
- Published in Banking Law, expertise, Roberto Vidal
Morgan & Morgan advised Parque Industrial y Corporativo Sur, S.A. in connection with the public offering of revolving corporate bonds for an amount of up to US$100 million
Panama, April 24, 2020.
Morgan & Morgan advised Parque Industrial y Corporativo Sur, SA, in relation to the public offering of revolving corporate bonds (hereinafter the “Bonds”), which will be issued in multiple series, which may be senior series or subordinated series under a revolving program in which the outstanding principal balance of the Bonds issued and owed, in a single moment, may not exceed One Hundred million Dollars (US $100,000,000.00), legal tender of the United States of America. The series A of the Bonds may be guaranteed with a guarantee trust that has the usual assets for this type of transaction, such as monies, assigned rights, mortgages, among others.
Parque Industrial y Corporativo Sur, S.A. is a 42-hectare multipurpose project with high-quality, first-world infrastructure and buildings that serve as a storage and logistics center.
Partners Roberto Vidal and Kharla Aizpurua Olmos participated in this transaction.
- Published in expertise, Kharla Aizpurua, Roberto Vidal, Securities and Capital Markets
Alpha Credit © closes equity financing round led by SoftBank Latin America Fund
Panama, April 13, 2020.
Morgan & Morgan advised Alpha Credit ©, a leading technology firm that provides financial services to segments underserved by traditional banking institutions, specialized in consumer lending and financing for small and medium enterprises (SMEs), in the process to complete an equity financing round for more than MXN$2.4 billion (approximately US$100 million), led by SoftBank´s Latin America fund, one of the leading technology investors in the region.
Partners Francisco Arias and Roberto Vidal participated in this transaction.
- Published in expertise, Francisco Arias, Mergers & Acquisitios, Roberto Vidal
Morgan & Morgan advised the shareholders of Unity Group in a corporate restructuring and subsequent sale of its business to Willis Europe B.V.
Panama, March 12, 2020. Morgan & Morgan advised the shareholders of Unity Group, a holding company with subsidiaries engaged in insurance brokerage in Central America with operations in six countries (Panama, Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua), in a corporate restructuring and subsequent sale of its business to Willis Europe B.V., a company incorporated under the laws of the Netherlands and a subsidiary of Willis Towers Watson (NASDAQ: WLTW), a leading global brokerage and consulting firm. The transaction will increase the reach and scale of Willis Towers Watson in the Latin American region, both for its Corporate Risk and Brokerage (CRB) and the Human Capital and Benefits (HCB) segments.
This was a cross border transaction involving United States of America, British Virgin Islands, The Bahamas, Panama, Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua.
Partners Ricardo Arias, Francisco Arias, Roberto Vidal; senior associate Pablo Epifanio; and associate Miguel Arias, participated in this transaction.
Morgan & Morgan advised Marsh Semusa and its shareholders in the execution of a call option of shares of the company
Panama, January 30, 2020. Morgan & Morgan advised Marsh Semusa and its shareholders in the execution of a call option of shares of the company. Majority shareholders exercised a call option to acquire from the minority shareholders the remaining shares of Marsh Semusa.
Marsh Semusa is a risk consulting and insurance broker in Panama.
Partner Roberto Vidal represented Morgan & Morgan in this transaction.
- Published in expertise, Mergers & Acquisitios, Roberto Vidal
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.
- Published in Banking Law, expertise, Pablo Epifanio
Morgan & Morgan advised First Quantum Minerals Ltd. in connection with a Senior Notes Offering for an amount of up to US$750 million
Panama, January 13, 2020. Morgan & Morgan acted as Panamanian counsel to First Quantum Minerals, Ltd. in its offering (under Rule 144A of the U.S. Securities Regulation) of US$500,000,000 in aggregate principal amount of 7.250% senior notes due 2023, and US$250,000,000 in aggregate principal amount of 7.500% senior notes due 2025.
Partners Inocencio Galindo and Aristides Anguizola participated in this transaction.
- Published in Aristides Anguizola, expertise, Inocencio Galindo, Mining, Securities and Capital Markets
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.
Partners Francisco Arias, Ricardo Arias, and Aristides Anguizola participated in this transaction.
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.
- Published in Banking Law, expertise, Roberto Vidal