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.
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 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.
Panama, June 22, 2020. Partners Francisco Arias G. and Ricardo Arias, contributed with the Panama Chapter of The Legal 500: Securitisation Country Comparative Guide 2020, a publication that provides an overview of the law and practice of securitization law across a variety of jurisdictions.
The online Panama chapter is available here.
Or a PDF version is available to download here.
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.
Panama, March 9, 2020. Partners Francisco Arias, Ricardo Arias, and associate Cristina De Roux contributed with Chambers & Partners, providing their professional insights into Panama’s legal securities market.
The online Panama chapter is available here.
Or a PDF version is available to download here.
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.
Panama, November 1, 2019.
Morgan & Morgan advised Avianca Holdings, S.A., a company incorporated under the laws of the Republic of Panama (the “Company”), in launch and consummation of an exchange offer of the Company’s previously issued US$550,000,000 8.375% Senior Notes due 2020 for newly issued US$550,000,000 8.375% Senior Secured Notes Due 2020 (the “Exchange Notes”). The Exchange Notes will have terms that are identical in all material respects to the terms of the Existing Notes, except that, among other differences, (1) the Exchange Notes will be issued by the Company and will be guaranteed by Avianca Leasing, LLC and Grupo Taca Holdings Limited (“Taca”), which were co-issuers of the previous notes, and will additionally be guaranteed by Avianca Ecuador S.A., Tampa Cargo S.A.S., Aviateca, S.A., Latin Logistics, LLC, International Trade Marks Agency Inc., and a newly created intermediate holding company (“Parent HoldCo”), which did not guarantee the previous notes, (2) the Exchange Notes will be secured by a pledge or assignment of (a) the AVIANCA brand and certain other intellectual property registered in different jurisdictions, including Panama, (b) certain unencumbered aircraft which are currently owned directly by or in trust for the benefit of Tampa Cargo S.A.S. or by Aerovías del Continente Americano S.A. – Avianca (“Aerovias”), and (c) the residual interest in substantially all aircraft which are owned and financed now or in the future by the Company and its subsidiaries, and (3) the Exchange Notes will automatically be exchanged (the “Mandatory Exchange”) for an equivalent principal amount of 9.00% Senior Secured Notes due 2023 (the “New Notes”) on December 31, 2019 upon the closing of an investment of not less than U.S.$250 million of new equity or convertible debt in Avianca Holdings from United Airlines, Inc. (“United”), Kingsland Holdings Limited (“Kingsland”) and one or more financial institutions, of which at least U.S.$200 million thereof will be made by United and Kingsland (the “Stakeholder Investment”) and the receipt of such funds on or prior to December 31, 2019.
BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC acted as the Dealer Managers of the Exchange Offer, with BofA Securities, Inc. acting as Global Coordinator of the Exchange Offer. Wilmington Savings Fund Society, FSB, acted as indenture trustee and collateral trustee, Citibank, N.A. acted as transfer agent, registrar and principal paying agent, and Cititrust Colombia S.A., Sociedad Fiduciaria, acted as Colombian collateral agent.
Morgan & Morgan advised MMG Bank Corporation in connection with the structuring of the first ever public offering of revolving Green Bonds issued in the Republic of Panama
Panama, September 3, 2019. Morgan & Morgan advised MMG Bank Corporation, in the structuring of the first ever public offering in the Republic of Panama that consists in a program of revolving Green Bonds issued by Corporacion Interamericana para el Financiamiento de Infraestructura, S.A. (CIFI), for an amount of up to US$200,000,000.00. 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.
Green bonds are those which are exclusively used to fund projects that have positive environmental and/or climate benefits. Proceeds from these bonds are earmarked for green projects and sustainable developments.
CIFI is a non-banking financial institution that provides financing for infrastructure and energy projects in Latin America and the Caribbean. The shareholders of CIFI include multilateral financial institutions, banks and state development funds.
Morgan & Morgan’s attorneys worked with the executives of MMG Bank’s department of investment banking in Panama and with the members of CIFI’s finance department.
Morgan & Morgan advised Grupo Mercantil in connection with the registration of 104,760,961 common shares of its Panamanian holding Mercantil Servicios Financieros Internacional, S.A.
Panama, August 27, 2019. Morgan & Morgan acted as counsel to Grupo Mercantil in connection with the registration of 104,760,961 common shares of its Panamanian holding Mercantil Servicios Financieros Internacional, S.A. with the Superintendency of Capital Markets of Panama for its negotiation in the secondary market, shares that have been also listed on the Panama Stock Exchange since August 22, 2019.