Panama, May 18, 2021. Partner Kharla Aizpurua Olmos contributed with the Panama chapter of the Terralex Cross-Border Data Protection Guide, a publication produced by members from around the globe of the Technology & Digital Business Industry Sector Team of Terralex. With the ever-changing technology and responding legislation, businesses must be prepared to handle a patchwork of data protection regulations. This guide provides initial guidance on some of the critical aspects to consider.
The Panama chapter can be read here.
Panama, May 7, 2021. We are proud to announce that our partner Kharla Aizpurúa Olmos was selected as Women Leader in Panama by IFLR1000 Women Leaders 2021 edition, a supplement based on research for the IFLR1000, the guide to the world’s leading financial and corporate law firms and lawyers.
The publication features 750 leading and most prominent female lawyers working in areas of law such as banking and finance, corporate, contractual, regulatory, and projects. This is an elite group of lawyers from 235 jurisdictions globally with outstanding reputations within their markets who either have expertise and experience of working on complex deals or who have risen to hold leadership roles with their firms or their practices.
The Americas Women Leaders 2021 ranking can be read at: Americas Women Leaders 2021.
Panama, January 4, 2021. Morgan & Morgan has been recognized as a leading law firm in the 2021 edition of the International Financial Law Review (IFLR) 1000, a reference guide to the world´s leading financial and corporate law firms and lawyers.
The firm´s Corporate Law team earned top rankings in Banking and Finance, Capital Markets, M&A, and Project Development.
In addition, the following individual attorneys were ranked in the 30th edition of the guide:
Francisco Arias G.
Kharla Aizpurúa Olmos
Carlos Ernesto González Ramírez
Morgan & Morgan advised Itaú Corpbanca in connection with two credit facilities for an amount of up to US$83,801,622.00 and COP 367,366,730,694.00
Panama, November 30, 2019. Morgan & Morgan acted as Panamanian Counsel to Itaú Corpbanca and the other lenders, in connection with two credit agreements granted by certain lenders and Itaú Corpbanca, as administrative agent, for amongst other, the refinancing of certain existing debt of Decameron group.
The first for an amount of up to US$ 83,801,622.00 to Organización Decameron, S. de R.L. and Hoteles Decameron S. de R.L., and certain other companies part of the Decameron group who acted as guarantors of the financing.
And the other for an amount of up to COP 367,366,730,694.00 (Colombian Pesos) to Hoteles Decameron Colombia S.A.S. and Servincluidos, Ltda., and certain other companies part of the Decameron group who acted as guarantors of the financing.
Both credit agreements are secured by a collateral package that involves several jurisdictions, including and not limited to Panama. For purposes of Panama, there is a collateral package including a guaranty trust agreement, pledge over shares or quotas, as applicable, and guaranty agreements in the form of “fianzas”.
Partners Inocencio Galindo and Kharla Aizpurua Olmos, senior associate Pablo Epifanio, and associate Cristina De Roux; participated in this transaction.
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 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.
Panama, October 2, 2020. Once again, Morgan & Morgan receives top rankings in the recently released Chambers & Partners Latin America Guide 2021, a key reference point of Latin American top law firms.
Morgan & Morgan has been recommended in several practices due to the firm´s excellent performance and prominent work in each one of these areas.
Likewise, the directory classifies within the top Bands the following attorneys of the firm:
- Inocencio Galindo: Banking and Finance / Projects and Energy / Corporate and M&A.
- Francisco Arias G.: Banking and Finance / Capital Markets / Corporate and M&A.
- Ramon Varela: Banking and Finance, Projects and Energy.
- Roberto Vidal: Corporate and M&A.
- Kharla Aizpurua Olmos: Banking and Finance.
- Ricardo Arias: Capital Markets.
- Ana Carolina Castillo Solis: Projects and Energy.
- Allen Candanedo: Intellectual Property.
- Maria Eugenia Brenes: Intellectual Property.
- Simon Tejeira Q.: Dispute Resolution.
- Jose Carrizo: Dispute Resolution.
- Luis Vallarino: Dispute Resolution.
- Jazmina Rovi: Shipping.
- Juan David Morgan Jr.: Shipping (Litigation).
- Francisco Linares: Shipping (Litigation).
Congratulations to all of them, and thanks to our clients for trusting us as their legal advisors in Panama.
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.
Panama, May 22, 2020.
The German-Panamanian Chamber of Commerce and Industry, in alliance with the Swiss-Panamanian Chamber of Commerce, the Franco-Panamanian Chamber of Commerce, and the Panamanian-Dutch Chamber of Commerce, held the Webinar “Main Banking Regulation in times of COVID-19” (Rule 4-2013 and Rule 2-2020).
This Webinar was presented by Kharla Aizpurua Olmos, partner at Morgan & Morgan.
COVID-19: Additional, exceptional and temporary measures adopted by the Superintendency of Banks of Panama and the Panama Banking Association.
Updated on May 21, 2020.Rule 2-2020, as amended by Rule 3-2020 of the Superintendency of Banks of Panama (hereinafter, “SBP,” for its initials in Spanish).
On March 16, 2020, the SBP issued Rule 2-2020, which was subsequently amended by Rule 3-2020 (here in after referred to as “Rule 2-2020″) and “establishes additional, exceptional and temporary measures for compliance with the provisions contained in Rule 4-2013 on credit risk”.”.
Rule 2-2020 creates a new category of credits named “modified credits” and it allows banks, in agreement with their debtors, to modify the conditions originally agreed without this being considered a “restructured credit.”
Relevant topics for the purposes of this agreement are:
- These credits must: (i) meet financial viability criteria through their new terms and conditions, taking into account the debtor’s ability to pay and the bank’s credit policies; (ii) be subject to special monitoring by the bank; and (iii) be recognized as restructured, if debtors fail to comply with the modified terms and conditions;
- loans classified as normal and special mention, as well as restructured credits that are not in arrears payment, may be modified;
- contracts that are modified must be identified for special monitoring by the SBP;
- during the duration of exceptional and temporary measures, for purposes of negotiating specific terms and interest rates, banks shall take into account the current situation facing the country;
- the modification of the credits is exempt from charges and fees by the bank except for legal, notary and registration expenses paid to third parties;
- modification of the loans shall be exempt from the requirement to update the appraisal;
- the bank shall establish specific policies and procedures for the management and monitoring of requests to change the conditions of these credits;
- the date of modification shall be the date on which the debtor has accepted the modifications by any means or modality (including electronic means, tacit acceptance, presumed acceptance by silence, etc.); and
- As an exceptional and temporary measure, banks will be able to use up to 80% of the dynamic provision for the establishment of specific provisions. To use more than 80%, banks must obtain authorization from the SBP. Banks may only pay dividends once they have refunded the amount of the dynamic provision that corresponds to them according to their credit portfolio.
Circular No. SBP-DR- 0118-2020 of April 8, 2020.
The SBP issued the circular to:
- Request banks to ensure that they do not charge interest on interest, moratorium interest, or interest capitalization on loans that have been modified under Rule 2-2020;
- Reiterate that modified credits are exempt from the application of commissions and charges, except for legal, notary and registration expenses which are to be paid to third parties; and
- Urge financial institutions to administer the interest rate applicable to modified credits so as not to impair, as far as possible, the financial situation of customers.
Official Statement on the Moratorium Extension Agreement until December 2020 issued by the Panama Banking Association (hereinafter, “ABP”).
On May 4, 2020, the ABP issued the official statement on the moratorium extension understanding (here in after referred to as the “Commitment Understanding”) until December 2020, in which the ABP announces the extension and incorporation of new financial relief measures to support their customers affected by COVID-19.
The Commitment Understanding establishes that:
- The benefits granted under the Commitment Understanding are for “persons who have had their employment contract suspended or terminated, the self-employed and commercial workers, whose activity has been affected by the health measures established by the Executive Branch” and is mainly to extend the moratorium until December 2020;
- The Commitment Understanding applies to residential mortgage loans, personal loans, car loans, credit cards, small and medium-sized enterprises loans, commercial loans, transport and agricultural loans, and
- It is expressly established that during the remainder of 2020, banks’ commitment continues not to foreclose on existing residential mortgages.
For any additional information, please contact:
Kharla Aizpurúa O.MO
RGAN & MORGANTel:
265-7777 ext. 7652
Email: [email protected]