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Español 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.
- Published in 2020, Cristina De Roux, expertise, Inocencio Galindo, Kharla Aizpurua, Pablo Epifanio, Securities and Capital Markets, Securities and Capital Markets_publi, Securities and Capital Markets-es, Securities and Capital Markets-es_publi
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 First Quantum Minerals Ltd. in connection with a Senior Notes Offering for an amount of up to US$1.5 Billion
Panama, October 26, 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$1,500,000,000 in aggregate principal amount of 6.875% senior notes due 2027.
Partners Inocencio Galindo and Aristides Anguizola participated in this transaction.
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 $100 trillion bond market for climate change solutions.
The Climate Bonds Standard and Certification Scheme is a labelling scheme for bonds, loans & other debt instruments. Rigorous scientific criteria ensure that it is consistent with the goals of the Paris Climate Agreement to limit global warming to under 2 degrees. The scheme is used globally by bond issuers, governments, investors, and financial markets to prioritize investments that genuinely contribute to addressing climate change. This certification is the main international award recognizing the best practices in green finance, covering green bonds, loans and significant market developments in climate and transition investments.
The green bonds also have a verification by Pacific Corporate Sustainability (PCS) of the Pacific Credit Ratings group.
The green bonds have been registered with the Superintendency of Capital Markets of Panama and will be listed on the Panama Stock Exchange. MMG Bank acted as arranger and is engaged as bookrunner and paying agent of the green bonds.
Partners Roberto Vidal, Kharla Aizpurua Olmos and Ricardo Arias, and associate Cristina De Roux participated in this transaction.
Morgan & Morgan advised Electron Investment, S.A. in the public offering of corporate bonds for a sum of up to US$ 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 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.
Partners Francisco Arias, Roberto Vidal and Ricardo Arias, participated in this transaction.
Morgan & Morgan advised Cirsa Enterprises S.L.U. in connection with the offering of senior secured notes for an amount of up to €490,000,000
Panama, August 26, 2019. Morgan & Morgan acted as counsel to Cirsa Enterprises S.L.U. in connection with the offering of €490,000,000 senior secured notes due 2025 with a floating interest rate of three-month EURIBOR (subject to a 0% floor) plus 362.5 basis points per year, reset quarterly, issued by Cirsa Finance International S.à.r.l., and to be guaranteed by the Cirsa Enterprises S.L.U. and, among others, Gaming & Services de Panama, S.A.
Cirsa is one of the leading gaming companies in Spain, Italy and Latin America and is engaged in the operation of slot machines, casinos and bingo halls and the manufacture of slot machines.
Partners Francisco Arias and Roberto Vidal and associate Cristina De Roux, participated in this transaction.
Morgan & Morgan advised Cirsa Enterprises S.L.U. in connection with the offering of senior secured notes for an amount of up to €390,000,000
Panama, May 28, 2019. Morgan & Morgan acted as counsel to Cirsa Enterprises S.L.U. in connection with the offering of €390,000,000 4.750% senior secured notes due 2025, issued by Cirsa Finance International S.à.r.l., and to be guaranteed by the Cirsa Enterprises S.L.U. and, among others, Gaming & Services de Panama, S.A.
Cirsa is one of the leading gaming companies in Spain, Italy and Latin America and is engaged in the operation of slot machines, casinos and bingo halls and the manufacture of slot machines.
Partners Francisco Arias and Roberto Vidal and associate Cristina De Roux, participated in this transaction.
Morgan & Morgan advised Banco La Hipotecaria, S.A. in the registration and issuance of Mortgage Loans Notes for an amount of up to US$40 million
Banco La Hipotecaria, S.A., acting as trustee of the Fifteenth Mortgage-Backed Notes Trust (an issuer trust constituted under the laws of Panama), registered Mortgage Loans Notes in three tranches for an amount of up to US$40,000,000 with the Superintendency of Capital Markets of Panama, which notes were successfully placed through the Panama Stock Exchange. Payments due to holders under the Mortgage Loan Notes are guaranteed by a collateral trust constituted under the laws of Panama. The assets of the collateral trust are composed by mortgage loans granted to residents of El Salvador by La Hipotecaria, S.A. de C.V., which is Banco La Hipotecaria’s affiliate in El Salvador and dedicated to the origination of mortgage loans in said country. BG Trust, Inc., an affiliate of Banco General, S.A., is the trustee of the collateral trust. Banco General, S.A. is acting as paying agent of the notes and BG Valores, S.A. acted as local broker dealer of the notes.
This transaction was a cross-border securitization because the mortgage loans originated in El Salvador were sold to a collateral trust constituted under the laws of Panama in order to guarantee the Mortgage Loan Notes, the Series A of which were acquired by a grantor trust in the United States of America constituted by Banco La Hipotecaria, as settlor, and Citibank, as trustee. Said grantor trust issued trust certificates in a Rule 144A/Reg S offering. Payments due to investors under the trust certificates benefit from a guarantee granted by The Overseas Private Investment Company (OPIC), an agency of the U.S. government. The Series B and Series C Mortgage Loan Notes were acquired by local investors in Panama.
Partners Ricardo Arias and Roberto Vidal, and associates Ana Carolina Castillo, Pablo Epifanio and Cristina De Roux, participated in the transaction.
Morgan & Morgan advised Banco La Hipotecaria, S.A. in the registration and issuance of Mortgage Loans Notes for an amount of up to US$60 million
Banco La Hipotecaria, S.A., acting as trustee of the Fourteenth Mortgage-Backed Notes Trust (an issuer trust constituted under the laws of Panama), registered Mortgage Loans Notes in three tranches for an amount of up to US$60,000,000 with the Superintendency of Capital Markets of Panama, which notes were successfully placed through the Panama Stock Exchange. Payments due to holders under the Mortgage Loan Notes are guaranteed by a collateral trust constituted under the laws of Panama. The assets of the collateral trust are composed by mortgage loans granted to residents of Panama by Banco La Hipotecaria, S.A., a general license bank engaged in the origination and securitization of mortgage loans in Panama. BG Trust, Inc., an affiliate of Banco General, S.A., is the trustee of the collateral trust. Banco General, S.A. is acting as paying agent of the notes and BG Valores, S.A. acted as local broker dealer of the notes.
This transaction was a cross-border securitization because the mortgage loans originated in Panama were sold to a collateral trust constituted under the laws of Panama in order to guarantee the Mortgage Loan Notes, the Series A of which were acquired by a grantor trust in the United States of America constituted by Banco La Hipotecaria, as settlor, and Citibank, as trustee. Said grantor trust issued trust certificates in a Rule 144A/Reg S offering. Payments due to investors under the trust certificates benefit from a guarantee granted by The Overseas Private Investment Company (OPIC), an agency of the U.S. government. The Series B and Series C Mortgage Loan Notes were acquired by local investors in Panama.
Partners Ricardo Arias and Roberto Vidal, and associates Ana Carolina Castillo, Pablo Epifanio and Cristina De Roux, participated in the transaction.
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