Morgan & Morgan advised the Republic of Panama, Merrill Lynch, Pierce, Fenner & Smith Inc. and Morgan Stanley & Co. LLC in a tender offer of U.S. Global Bonds
Morgan & Morgan acted as Panamanian legal counsel to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, with respect to a tender offer by the Republic of Panama to bondholders of 3.875% Global Bonds due March 17, 2018, up to an additional US$253,988,000 aggregate principal amount of said 3.875% Global Bonds due March 17, 2018, and the issue by the Republic of Panama of up to U.S. $1,168,292,000.00 aggregate principal amount of 4.500% Global Bonds due March 15, 2047.
This cross-border transaction involved attorneys from Panama and the United States of America.
Partner Francisco Arias, senior associate Kharla Aizpurua Olmos and associate Ricardo Arias A., participated in the transaction.
- Published in expertise, Francisco Arias, Kharla Aizpurua, Ricardo Arias, Securities and Capital Markets
Morgan & Morgan advised in connection with a joint venture of Cafetales and ENESA
Morgan & Morgan advised Cafetales, S.A. (Cafetales) and Energía Natural, S.A. (ENESA), in a joint venture in a special purpose vehicle, Emnadesa Holding, S.A., in favour of which ENESA transferred its ownership interest in Empresa Nacional de Energía, S.A., and Cafetales transferred its ownership interest in Hidroeléctrica Bajos del Totuma, S.A. Empresa Nacional de Energía, S.A. owns two mini hydroelectric power plants currently in operation in the Republic of Panama and is a bond issuer registered with the Superintendence of the Securities Market of Panama. On the other hand, Hidroeléctrica Bajos del Totuma, S.A. owns a mini hydroelectric power plant currently in operation in the Republic of Panama.
Partners Francisco Arias and Ramon Varela, and associates Ricardo Arias and Ana Carolina Castillo, participated in the transaction.
Morgan & Morgan advises Banco La Hipotecaria, S.A. in a cross-border securitization of mortgage backed securities for an amount of up to US$45,000,000
Banco La Hipotecaria, S.A., acting as trustee of the Thirteenth Mortgage-Backed Notes Trust, registered Mortgage Loans Notes in three tranches for an amount of up to US$45,000,000 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, is the trustee of the collateral trust.
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. Said grantor trust intends to sell 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.
Partner Francisco Arias, and associates Ricardo Arias, Roberto Vidal and Pablo Epifanio, participated in the transaction.
- Published in 2016, expertise, Francisco Arias, Pablo Epifanio, Roberto Vidal, Securities and Capital Markets
Morgan & Morgan provided legal counsel to MMG Global Allocation Fund, Inc. (“MMG GAF”) in its constitution as a close-ended fund of funds. For said purpose, Morgan & Morgan provided advice to MMG GAF in registering with the Superintendence of the Securities Market of Panama (the Superintendencia del Mercado de Valores or “SMV”). The investment objective of MMG GAF is capital appreciation by acquiring a diversified portfolio of assets comprised of fixed-income, variable-income and alternative instruments derived from operations in Panama and abroad. MMG GAF was authorized by the SMV to publicly offer up to 20,000,000 of its Ordinary Class B Shares at an initial offering price of US$10.00.
MMG Bank Corporation acted as Arranger, Payment and Transfer Agent, Custodian and Placement Agent of MMG GAF and MMG Asset Management Corp. was appointed as Investment Manager of MMG GAF. Morgan & Morgan worked closely with MMG Bank Corporation and MMG Asset Management in the process of registering MMG GAF with the SMV and in the definition of the final terms and conditions of its Ordinary Class B Shares.
Partner Francisco Arias, and associates Ricardo Arias A., Pablo Epifanio and Cristina de Roux, participated in this transaction.
Morgan & Morgan provided legal counsel to CM Realty, S.A. (“CM Realty”) in its constitution as a Sociedad de Inversión Inmobiliaria (the Panamanian equivalent of a Real Estate Investment Trust or REIT) in compliance with the requirements to enjoy the special tax regime set forth in paragraph 2 of article 706 of Panama’s Tax Code. For said purpose, Morgan & Morgan provided advice to CM Realty in registering with the Superintendence of the Securities Market of Panama (the Superintendencia del Mercado de Valores or “SMV”), the placing of its Ordinary Class B shares through the Stock Exchange of Panama, S.A. (the Bolsa de Valores de Panamá, S.A. or “BVP”) and registering with the General Revenue Office (the Dirección General de Ingresos or “DGI”) of the Ministry of Economy and Finance. CM Realty was authorized by the SMV to publicly offer up to 9,987,500 of its Ordinary Class B Shares at an initial offering price of US$24.10.
REIT’s that comply with the above mentioned requirements of registration before the SMV, BVP and DGI, among other additional conditions, are exempt from the payment of income tax at the corporate level. Shareholders of a REIT pay income tax on distributions received from the REIT at the rates set forth in the Tax Code. However, all REITs are required to withhold 10% of amounts distributed to shareholders in the form of advanced income tax, which withholding the shareholder of a REIT may decide to consider as the definite and final income tax to be paid for the received distribution.
MMG Bank Corporation acted as Arranger, Payment and Transfer Agent, Custodian and Placement Agent of CM Realty and MMG Asset Management Corp. was appointed as Investment Manager of CM Realty. Morgan & Morgan worked closely with MMG Bank Corporation and MMG Asset Management in the process of assessment and inclusion of the real estate properties that comprise the investment portfolio of CM Realty and the definition of the final terms and conditions of their Ordinary Class B Shares.
CM Realty owns the properties where most of the stores of Cochéz y Cía. and Novey are located, the most important chain of construction materials and hardware stores in Panama, which rent said properties from CM Realty. Except in particular circumstances, CM Realty is required by law to distribute, just like any other REIT, no less than 90% of the net income of its fiscal period.
CM Realty offered its Ordinary Class B Shares through the BVP in August 2015. On that date, CM Realty was the first REIT to fulfill all the requirements to offer securities through the BVP and enjoy the special tax regime provided for in paragraph 2 of article 706 of the Tax Code of Panama.
Francisco Arias G, partner, and associates Ricardo Arias A. and Aristides Anguizola T., participated in this transaction.
Morgan & Morgan advised Wells Fargo Bank, National Association and The Prudential Insurance Company of America in a US$250 million securitization of DPRs
Morgan & Morgan advised Wells Fargo Bank, National Association and The Prudential Insurance Company of America, in their role as lenders and investors in new loans and notes for an aggregate amount of US$250,000,000.00, which are guaranteed by a diversified payment rights program established by Banco General, S.A., comprising of the securitization of future funds flows represented by payment orders (called Diversified Payment Rights or DPRs).
Partner Ramon Varela and associates Roberto Vidal and Ricardo Arias, participated in this transaction.
- Published in Banking Law, expertise, Ramon Varela, Ricardo Arias, Roberto Vidal, Securities and Capital Markets
Morgan & Morgan advised Cirsa Gaming Corporation, S.A. and Deutsche Bank AG in the offering of senior notes for an amount of up to €450,000,000
Morgan & Morgan acted as counsel to Cirsa Gaming Corporation, S.A. (Cirsa) and Deutsche Bank AG, London Branch, in connection with the offering of €450,000,000 aggregate principal amount of 5.750% senior notes due 2021, issued by Cirsa Funding Luxembourg, S.A. and to be guaranteed by Cirsa and, among others, Gaming & Services de Panamá, 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 Mercedes Araúz de Grimaldo, and associate Roberto Vidal, participated in this transaction.
- Published in expertise, Francisco Arias, Mercedes Grimaldo, Roberto Vidal, Securities and Capital Markets
Morgan & Morgan advised Corporación de Finanzas del País, S.A. (PANACREDIT) in the public offering of revolving short term commercial paper for an amount of up to US$30,000,000
Morgan & Morgan advised Corporación de Finanzas del País, S.A. (PANACREDIT), one of the largest finance companies of Panama, in the public offering of revolving short term commercial paper for an amount of up to US$30,000,000.
Corporación de Finanzas del País, S.A. (PANACREDIT) registered a program of revolving short term commercial paper in series for an amount of up to US$30,000,000 with the Superintendency of Capital Markets of Panama, initial series of which have been successfully placed through the Panama Stock Exchange. Payments due to holders under the revolving commercial paper are unsecured and backed by the general credit of the issuer. MMG Bank Corporation acted as financial advisor, payment agent and broker dealer of the offering.
Corporación de Finanzas del País, S.A. (PANACREDIT) is one of the largest finance companies in Panama engaged in the business of granting loans to the public. It has a finance company license granted by the Direction of Finance Companies of the Ministry of Commerce and Industry of Panama. As of December 31, 2015, it had granted loans and other credits in excess of US$100 million and their assets were approximately US$90 million.
Partner Francisco Arias G., and associates Ricardo Arias and Aristides Anguizola, participated in the transaction.
Morgan & Morgan advised Corporación de Finanzas del País, S.A. (PANACREDIT) in the public offering of revolving corporate bonds for an amount of up to US$50,000,000
Morgan & Morgan advised Corporación de Finanzas del País, S.A. (PANACREDIT), one of the largest finance companies of Panama, in the public offering of revolving corporate bonds for an amount of up to US$50,000,000.
Corporación de Finanzas del País, S.A. (PANACREDIT) registered a program of revolving corporate bonds in series for an amount of up to US$50,000,000 with the Superintendency of Capital Markets of Panama, initial series of which have been successfully placed through the Panama Stock Exchange. Payments due to holders under the revolving corporate bonds are backed by the general credit of the issuer. However, the issuer may determine that certain series be guaranteed by a collateral trust constituted under the laws of Panama, the assets of which would be composed by mortgages, personal loans and other receivables originated by the issuer in its course of business and assigned to the collateral trust. MMG Bank Corporation acted as financial advisor, payment agent and broker dealer of the offering.
Corporación de Finanzas del País, S.A. (PANACREDIT) is one of the largest finance companies in Panama engaged in the business of granting loans to the public. It has a finance company license granted by the Direction of Finance Companies of the Ministry of Commerce and Industry of Panama. As of December 31, 2015, it had granted loans and other credits in excess of US$100 million and their assets were approximately US$90 million.
Partner Francisco Arias G., and associates Ricardo Arias and Aristides Anguizola, participated in the transaction.
Morgan & Morgan advised Balboa Bank & Trust Corp. as arranger in the public offering by Latin American Kraft Investment Inc. of 25,000 Preferred Stocks, for an amount up to US$25 Million
Morgan & Morgan advised Balboa Bank & Trust, Corp., as arranger in the public offering of 25,000 Preferred Stocks by Latin American Kraft Investment Inc. (“LAKI”), a multinational company with important presence in Central and North America, and a leader in the packaging industry. In such public offering Morgan & Morgan also advised Balboa Securities Corp., an affiliate of Balboa Bank & Trust Corp., which acted as placement agent in the primary market. LAKI registered the US$25,000,000 issuance with the Superintendency of Capital Markets of Panama and listed the securities with the Panama Stock Exchange. This is the first public offering of securities by LAKI in the Republic of Panama.
Partner Francisco Arias and associates Ricardo Arias and Pablo Epifanio, participated in this transaction.
- Published in Banking Law, expertise, Francisco Arias, Pablo Epifanio, Ricardo Arias, Securities and Capital Markets