Morgan & Morgan advised Hidroeléctrica Bajos del Totuma, S.A. in the registration for issuance of corporate bonds for an amount of up to US$32,000,000.00.

Morgan & Morgan acted as legal counsel of Hidroeléctrica Bajos del Totuma, S.A., a Panamanian hydropower company, in the registration for issuance of corporate bonds for an amount of up to US$32,000,000.00. The issuance has been registered with the Superintendency of Capital Markets of Panama and will be listed on the Panama Stock Exchange.

The bonds include: (i) secured bonds with a maturity from 2 to 10 years, for an amount of up to US$16,000,000.00, and subject to a revolving facility available for a period of up 10 years counted since the date of registration of the bond issuance with the Superintendency of Capital Markets of Panama; and (ii) non-cumulative subordinated bonds with a maturity of up to 50 years. Interests, maturity and amount of each series of bonds shall be determined and informed in advance by the issuer through a supplement to the prospectus. The proceeds from the issuance of the secured bonds will be used for refinancing the construction of the hydroelectric power plant. The proceeds from the issuance of the non-cumulative subordinated bonds shall be used by the issuer, among others, for capital expenditures.

The secured bonds shall be secured by a collateral trust, whose trustee is Banistmo Investment Corporation, S.A., and which includes as collateral a real property mortgage over the power plant and real estate of the plant, the assignment of the proceeds of the power purchase agreements entered into by Hidroeléctrica Bajos del Totuma, S.A., as well as of the proceeds from the spot market sales, a conditional assignment of the power purchase agreements and other project material contracts, a pledge over the shares of Hidroeléctrica Bajos del Totuma, S.A., and a corporate guarantee issued by Emnadesa Holding, S.A. (its parent company).

Hidroeléctrica Bajos del Totuma, S.A., is a Panamanian company with a hydroelectric concession for the generation of electricity using the waters of the Colorado River, located in the Province of Chiriqui, Republic of Panama, with an installed capacity of 6.3MW. The hydroelectric power plant is currently in operations, generating electricity for national consumption.

Hidroeléctrica Bajos del Totuma, S.A., is a subsidiary of Emnadesa Holding, S.A., a holding company that also owns Empresa Nacional de Energía, S.A. (EMNADESA), another Panamanian company with two hydroelectric generation concessions also located in the Province of Chiriqui, Republic of Panama, and who is also a bond issuer duly registered with the Superintendency of Capital Markets of Panama, and whose bonds are listed on the Panama Stock Exchange.

Partners Francisco Arias and Ricardo Arias, an associates Ana Carolina Castillo and Cristina De Roux, participated in this transaction.