Morgan & Morgan advised on one of the most significant capital markets transactions in the Central American and Caribbean energy sector

Morgan & Morgan acted as Panamanian legal counsel to Generadora de Gatún, S.A. (“Gatún”) in a landmark international bond issuance in an aggregate amount of US$1.05 billion, structured under Rule 144A / Regulation S. The issuance was registered with the Panamanian Superintendency of the Securities Market (Superintendencia del Mercado de Valores) and listed on the Latin American Stock Exchange, S.A. (Latinex), achieving a successful placement with institutional investors globally. The bonds were successfully placed internationally obtained investment-grade ratings from Moody’s (Baa3) and Standard & Poor’s (BBB-), and attracted demand in excess of US$4.6 billion — more than four times the amount offered — from over 100 institutional investors across the United States, Europe, and Latin America, reflecting strong international market confidence both in the project and in Panama as a strategic energy infrastructure hub. The firm’s advice also included the structuring and documentation of a letters of credit facility, designed to enable the company to use bank guarantees to comply with certain obligations under the bonds. The proceeds of the issuance were primarily used to refinance the debt originally incurred for the construction of the Gatún power plant, allowing the company to optimize its capital structure and consolidate a stronger and more sustainable financial platform for the project’s long-term operation. The bonds are secured by a local security package that includes a security trust, a share pledge, mortgages over fixed assets and movable property, an irrevocable assignment of project revenues, and a conditional assignment of material contracts.

Gatún is the owner and operator of the largest power generation plant in Panama. The plant, located on Telfers island in the Province of Colón, Republic of Panama, has a total installed capacity of 670 MW and is the largest combined-cycle liquefied natural gas–fired power plant in Central America and the Caribbean. Since the commencement of its commercial operations in October 2024, the plant has been established as a strategic asset for the country’s energy security, providing system reliability – as an energy transition fuel – and enabling greater integration of renewable energy into the national power grid.

Gatún is a subsidiary of Group Energy Gas Panama S. de R.L., which is jointly owned by InterEnergy Power & Gas Ltd. (part of InterEnergy Group, a key player in the energy sector in Latin America and the Caribbean with a focus on renewable energy and energy transition) and AES Panamá S. de R.L. (a subsidiary of The AES Corporation, one of the leading global power generation and energy supply companies, with one of the most significant generation portfolios in Panama).

The issuance represents one of the largest and most significant and sophisticated private financing transactions both in the energy sector and capital markets in Central America and the Caribbean.

The transaction was led by partners Kharla Aizpurúa O., and Ana Carolina Castillo, together with partner Ricardo Arias, senior associates Mónica Moreno and Miguel Arias, and associates Ariana Linares and Eduardo Oteiza.