Morgan & Morgan received top-tier rankings in the international directory IFLR1000, a guide that analyzes the work of lawyers in the financial and corporate transactional area.
In addition, five lawyers of the firm are listed as leading professionals:
- Aristides Anguizola – Rising Star
- Francisco Arias – Highly Regarded
- Carlos Ernesto González Ramírez – Highly Regarded
- Inocencio Galindo – Highly Regarded
Meet them at Here.
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.
Attorneys Ricardo Aleman, Aristides Anguizola, Jose Carrizo, Mayte Sanchez and Ramon Varela, participated as contributors in the investigation process for Panama of the publication Doing Business 2019: Training for Reform, an emblematic report of the World Bank Group that summarizes regulations that enhance business activity across 190 economies.
The full report is available for download here.
Morgan & Morgan and five attorneys of the firm recognized by the IFLR1000 Financial and Corporate guide 2019
Panama, January 4, 2019. Morgan & Morgan received top-tier rankings in the IFLR1000´s 2019 Financial and Corporate guide in the categories Financial and Corporate and Project Development.
In addition, five (5) lawyers of the firm are listed as leading professionals in their areas of practice:
• Francisco Arias
• Carlos Ernesto Gonzalez Ramirez
• Inocencio Galindo
• Ramón Varela
• Aristides Anguizola
The IFLR1000 rankings are the result of a 6-month, in depth research project by IFLR 1000 independent editorial team who consider three main criteria: transactional evidence, peer feedback, and client feedback.
Morgan & Morgan advised the Hitachi, Ltd., Mitsubishi Corporation, and Ansaldo STS, S.p.A. with an Agreement to provide a monorail system for Line 3 of the Metro of Panama
Morgan & Morgan advised the Hitachi, Ltd., Mitsubishi Corporation, and Ansaldo STS, S.p.A., in connection with an Agreement signed with Metro de Panamá, S.A., a corporation 100% owned by the Republic of Panama, regarding the participation of this group of companies that, led by Hitachi, Ltd., shall perform the works of the Nominated Subcontractor under the turn-key contract for the Monorail type Line 3 of the Metro of Panama Project (the Line 3 Project), which will be signed with a Main Contractor selected through a public bidding process under the laws of the Republic of Panama.
The Nominated Subcontractor will be responsible for the design, supply, and putting into operation of the Integrated Operating Systems (SIO) of the Line 3 Project, including Monorail type of Rolling Stock, signaling system, train control based on CBTC technology and communication system, control center, traction power system and low-voltage transformation system, track switches and automatic platform doors, among other responsibilities.
This transaction’s complexity was mainly that the contractual terms and conditions of the Nominated Subcontractor’s contract had to be agreed with Metro de Panama, S.A. as the Project’s Owner, but not as a party of the said contract between the Nominated subcontractor and the Main Contractor. Such terms and conditions, which had to
anticipate the contractual relationship with the resulting Main Contractor of the Line 3 Project bidding process, are to be reflected as part of said bidding process’ bid documents.
The Metro of Panama is the most important public infrastructure project under development in the Republic of Panama and the first of its class in Central America.
Partner Inocencio Galindo and senior associate Aristides Anguizola contributed with the Panama chapter of Chambers & Partners Mining Guide 2018. In this edition, expert attorneys in the mining sector summarized the key aspects and developments in fourteen jurisdictions.
The complete guide is available here
Morgan & Morgan advised First Quantum Minerals Ltd. in the offering of senior notes for an amount of up to US$1.85 Billion
Morgan & Morgan acted as Panamanian legal counsel to First Quantum Minerals Ltd., in connection with the offer of up to US$850,000,000.00 in aggregate principal amount of 6.500% senior notes due 2024 and up to US$1,000,000,000.00 in aggregate principal amount of 6.875% senior notes due 2026. The issuance was agreed pursuant to the terms and subject to the conditions set forth in the offering memorandum dated February 20, 2018.
The proceeds of the issuance will be used to repay the company’s revolving credit facility with a view to providing liquidity sufficient to fund the company’s share of remaining capital expenditures at the Cobre Panama project (a US$6.4 Billion open-pit copper mining, the biggest private sector investment in Panama´s history), to repay its term loan facility, for general corporate purposes and to pay fees associated with the offering.
Partner Jose Carrizo and senior associate Aristides Anguizola contributed with the Panama chapter of Chambers & Partners Insolvency Guide 2018. In this edition, attorneys from 27 countries summarized about the trends, rules, regulatory issues, among others, in this matter for each of their jurisdictions.
The complete guide is available here.
Mercedes Arauz de Grimaldo, Ramon Varela, Aristides Anguizola and Angie Guzman, contributed in the Panama research process of Doing Business 2018: Reforming to Create Jobs, a publication of the World Bank Group that summarizes relevant issues that enhance business activity across 190 economies.
The full report is available for download here.
Morgan & Morgan acted as counsel to DMPTY, INC., a Castillo Hermanos company, with respect to an agreement for the acquisition, from Empresa Panameña de Alimentos, S.A., of 100% of the issued and outstanding shares of Sociedad de Alimentos de Primera, S.A. (SAPRISA); owner of the Bonlac brand and line of dairy products.
With this acquisition, the Castillo Hermanos group, based in Guatemala, would add a new line of business, and an important brand, to their various investments throughout Central America, including those in the beer industry, refreshments, carbonated and non-carbonated drinks, juices, among others.
Partner Francisco Arias and associates Aristides Anguizola, Pablo Epifanio, Milagros Caballero and Allen Candanedo, participated in this transaction.