Panama, August 25, 2018. With the topic “Panamanian Fiscal Regulatory Framework in International Securitization”, Mr. Francisco Arias G., partner in charge of the Securities and Capital Markets practice group of Morgan & Morgan, participated as a speaker in the conference Latest Trends in Asset Securitization: Applications to the Panamanian Market. The event was organized by Flex Funds, a firm specializing in vehicles for worldwide investment.
The seminar was held at the Hilton Hotel in Panama City, and was attended by representatives of financial institutions, investment advisors, asset managers, family businesses, among other local and international professionals.
Other topics were discussed in the activity, such as Perspectives and triggering factors in the mergers and acquisitions sector in Central America, the securitization of assets and their applications and the experiences in the securitization of assets in securities firms in Panama.
About Morgan & Morgan
In the sector of capital markets in Panama, Morgan & Morgan focuses on public and private offerings, some with cross border components. The Securities and Capital Markets team of the firm has been involved in numerous transactions involving several billions of dollars. The firm also have assisted many clients in obtaining various licenses from the Superintendence of Securities Markets, including securities brokerage and investment fund administration.
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.
Morgan & Morgan advised Banisi, S.A. and MMG Bank Corp. in the structuring of a program of revolving corporate bonds for an amount of up to US$50 million
. Morgan & Morgan advised Banisi, S.A., a bank with general license to perform banking business in Panama, and MMG Bank Corporation in the structuring of a program of revolving corporate bonds for US$50,000,000. The bonds were registered with the Superintendency of Capital Markets of Panama. The issuer of the bonds is Banisi, S.A. and MMG Bank Corporation acted as arranger, bookrunner and paying agent of the bonds. The bonds may be issued in different series with maturities ranging from one to ten years and interest rates may be fixed or floating.
Banisi, S.A. is a bank that was granted a general banking license by the Superintendence of Banks of Panama and, as such, it may perform banking business in Panama, including accepting deposits from the public and granting credit, including personal, commercial, mortgage and other loans. The funds received from the issuance of the bonds will constitute a new source of financing for Banisi and will be used to expand their portfolio of loans, working capital requirements and other purposes. The bonds of a series may be guaranteed by a collateral trust that Banisi, as settlor, has constituted with MMG Bank Corporation, as collateral trustee. The assets that Banisi will transfer to the collateral trusts will be bank loans granted to its debtors, the outstanding principal balance of which shall be at least 120% of the outstanding principal balance of the bonds guaranteed by the collateral trust.
Partners Ricardo Arias and Roberto Vidal, and associates Pablo Epifanio and Cristina De Roux, participated in this transaction.