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.
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.
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.
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.
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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.
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.
In this edition of Chambers & Partners, the securities team of Morgan & Morgan summarized the key aspects and developments in Panama, where the activity in the securities sector has been performed in recent years as an alternative form of financing.
The guide is available here