Morgan & Morgan advised Ithaca Capital Partners in a US$40 million registration of a revolving program of senior secured bonds.

Panama, December 1, 2023. Morgan & Morgan advised the Ithaca Trust in the registration of a revolving program of senior secured bonds (the “2023 Bonds”) for an amount of up to US$40,000,000 with the Superintendency of Capital Markets of Panama (the “SCM”) and their listing with the Latin American Stock Exchange (“Latinex”). The first three series of the 2023 Bonds were successfully offered and placed through Latinex for US$21,625,000. The proceeds from the sale of the 2023 Bonds were used by the trust to redeem bonds that the trust issued in 2018 (the “2018 Bonds”).

The scope of our work included representing the Ithaca Trust in amending the terms of the trust, drafting the offering memorandum and all other offering documentation, file such documents with the SCM and Latinex and lead the client through the process to obtain final approval for the public offering of the 2023 Bonds and advise the trust in the process of listing and placing the 2023 Bonds through Latinex and redeeming the 2018 Bonds, among other matters.

The matter was complex because, prior to offering the 2023 Bonds, the terms of the trust had to be amended in order to increase the amount of bonds that the trust could issue from US$20,000,000 to US$40,000,000, as well as for the trust to secure both the 2018 Bonds and 2023 Bonds for the time period between issuance of 2023 Bonds and redemption of the 2018 Bonds, during which both issuances would be issued and outstanding. This process of amending the terms of the trust required a separate administrative process before the SCM to request registration of the amendment, as well as obtaining consent to the amendment from the holders of the 2018 Bonds. Singular Securities, S.A acted as Payment, Registration and Transfer Agent of the Bonds, as well as Broker-Dealer and Placement Agent of the Bonds.

The JW Marriot Panama is a 369-unit condo-hotel located in the heart of Panama City and, with 70-stories in height, it is a city landmark and one of the tallest buildings in Central America. A Panamanian trust named the “Ithaca Investment Trust”, constituted by Ithaca Capital Partners as sponsor and with MMG Trust acting as trustee (the “Ithaca Trust”), is the owner of 213 of the units of the JW Marriot.

Partner Ricardo Arias and associate Arantxa Fernandez, participated in this transaction.