English 
Español 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.
- Published in 2020, Banking Law, Inocencio Galindo, Jose Carrizo, Kharla Aizpurua, Pablo Epifanio, Projects, Projects-es, Ricardo Arias, Securities and Capital Markets, Securities and Capital Markets_publi, Securities and Capital Markets-es, Securities and Capital Markets-es_publi
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.
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.
Morgan & Morgan advised the Hitachi, Ltd., Mitsubishi Corporation, and Ansaldo STS, S.p.A. with an Agreement to provide a monorail system for Line 3 of the Metro of Panama
Morgan & Morgan advised the Hitachi, Ltd., Mitsubishi Corporation, and Ansaldo STS, S.p.A., in connection with an Agreement signed with Metro de Panamá, S.A., a corporation 100% owned by the Republic of Panama, regarding the participation of this group of companies that, led by Hitachi, Ltd., shall perform the works of the Nominated Subcontractor under the turn-key contract for the Monorail type Line 3 of the Metro of Panama Project (the Line 3 Project), which will be signed with a Main Contractor selected through a public bidding process under the laws of the Republic of Panama.
The Nominated Subcontractor will be responsible for the design, supply, and putting into operation of the Integrated Operating Systems (SIO) of the Line 3 Project, including Monorail type of Rolling Stock, signaling system, train control based on CBTC technology and communication system, control center, traction power system and low-voltage transformation system, track switches and automatic platform doors, among other responsibilities.
This transaction’s complexity was mainly that the contractual terms and conditions of the Nominated Subcontractor’s contract had to be agreed with Metro de Panama, S.A. as the Project’s Owner, but not as a party of the said contract between the Nominated subcontractor and the Main Contractor. Such terms and conditions, which had to
anticipate the contractual relationship with the resulting Main Contractor of the Line 3 Project bidding process, are to be reflected as part of said bidding process’ bid documents.
The Metro of Panama is the most important public infrastructure project under development in the Republic of Panama and the first of its class in Central America.
Partner Inocencio Galindo and senior associate Aristides Anguizola, 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.
- Published in 2018, Energy, expertise, Kharla Aizpurua, Projects
Morgan & Morgan advised Thesan with respect to a US$11.5 million finance for the development and operation of solar energy project El Espinal
Morgan & Morgan acted as Panamanian counsel to Thesan with respect to a US$11.5 Million Dollars Project Finance facility granted by CIFI (Corporación Interamericana para el Financiamiento de Infraestructura, S.A.) for the development and operation of a solar photovoltaic power plant “El Espinal”, with an installed capacity of 8.5MW in the Republic of Panama.
Partner Ramon Varela, and associate Ana Carolina Castillo, participated in this transaction.
- Published in Ana Castillo, Banking Law, expertise, Projects, Ramon Varela
Morgan & Morgan advised OeEB, FMO and Proparco in connection with a Loan Agreement for an amount of up to US$45 million
Morgan & Morgan acted as Panamanian counsel to Oesterreichische Entwicklungsbank AG (OeEB), Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) and Societe de Promotion et de Participation pour la Cooperation Economique (Proparco), in connection with a US$45,000,000.00 credit facility granted by said financial institutions to Corporación Interamericana para el Financiamiento de Infraestructura, S.A. (CIFI).
Partner Inocencio Galindo and associate Roberto Vidal, participated in this transaction.
- Published in Banking Law, expertise, Inocencio Galindo, Projects, Roberto Vidal
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.
- Published in 2018, Aristides Anguizola, Energy, expertise, Inocencio Galindo, Mining, Projects
Morgan & Morgan advised Metro de Panama, S.A. in connection with EPC Contract for Line 2 of the Metro of Panama
Morgan & Morgan has been engaged by Metro de Panama, S.A., a corporation 100% owned by the Republic of Panama, to prepare the Engineering, Procurement and Construction (EPC) contract for Line 2 of the Metro of Panama. The EPC contract was an important part of the documentation used as part of the bid process for Line 2 of the Metro de Panama, the most important public infrastructure project under development in the Republic of Panama and the first of its class in Central America.
Line 2 of the Metro of Panama will connect with Line 1 and is expected to have a length of 21 kilometres and 16 stations. The EPC contract will be awarded to the best of various interested bidders that shall undergo the Government of the Republic of Panama’s bidding process in accordance to Panamanian law.
Partner Inocencio Galindo and associate Aristides Anguizola, participated in this transaction.
- Published in Aristides Anguizola, expertise, Inocencio Galindo, Projects
Morgan & Morgan advised First Transit in connection with a Consulting Services Agreement for the operation of the Metro Bus system
The Ministry of the Presidency contracted First Transit de Panama Inc. (part of First Group plc, a publicly traded company in the London Stock Exchange) as a Consultant by means of a Consulting Services Agreement, for it to provide management services to Transporte Masivo de Panamá, S.A., which is the concessionaire for the operation of the Metro Bus System. Metro Bus is the bus rapid system for Panama City and San Miguelito, comprising 1,200 buses and seven bus stations, providing services to more than 500,000 daily citizens.
The firm’s advice and participation consisted of, among others, the drafting, reviewing, participating, and actively counseling, in negotiations of the Consulting Services Agreement, required in order to complete the US$10.6 million transaction.
Partner Inocencio Galindo and associate Aristides Anguizola, participated in this transaction.
El Ministerio de la Presidencia contrató a First Transit de Panamá Inc. (miembro de First Group plc, compañía inscrita en la Bolsa de Valores de Londres) como consultora a través de un Contrato para Servicios de Consultoría, para suministrar servicios administrativos a Transporte Masivo de Panamá, S.A., concesionario para la operación del sistema de Metro Bus. Metro Bus es el sistema de transporte público de la ciudad de Panamá y San Miguelito, con 1,200 buses y siete estaciones, el cual ofrece servicio a más de 500,000 ciudadanos diariamente.
La asesoría y participación de la firma involucró, entre otras cosas, redactar, revisar, participar y asesorar activamente durante las negociaciones del Contrato para Servicios de Consultoría, con el fin de completar la transacción de US$10.6 millones.
- Published in expertise, Inocencio Galindo, Projects