Corporate Transactions Capabilities – Panama

Morgan & Morgan is ALFA International’s member firm in Panama, regularly assisting local and multinational corporations from different industries, as well as recognized financial institutions, government agencies, and individual clients. In particular, the firm has been involved in all stages of the development of mega projects related to energy, water supply, construction, oil, mining, public infrastructure, retail, ports, transportation, among others.

Types of corporate transactions in which our firm has particular expertise

Morgan & Morgan´s corporate transactions group regularly assists local and foreign clients from different industries, including recognized multinational companies, financial institutions, government agencies and individual clients.  In particular, the firm has been involved in all stages of the development of mega projects related to energy, water supply, construction, oil, mining, public infrastructure, retail, ports, transportation, among others.  Our team has considerable experience in multidisciplinary practices covering the entire spectrum of the needs of our clients including: mergers and acquisitions (including joint ventures and public private partnerships), corporate debt financing acting on behalf of both creditors and debtors, public and private offerings (including offerings made in other jurisdictions such as 144A and Regulation S), public tenders and concession contracts, drafting of construction contracts (including EPCs), mineral streaming agreements, corporate litigation and arbitration processes, regulatory matters before regulating entities, compliance advice, corporate governance and general corporate transactions.

The size of our firm’s corporate transactions team

Morgan & Morgan´s corporate transactions team includes 8 partners and 5 associates. For each transaction, the team has the support of partners and lawyers from other areas of the firm such as litigation and dispute resolution, arbitration, taxation, corporate reorganization, estate planning, labour and immigration, among others.

Examples of transactions our firm has undertaken

  • Advising Minera Panama, S.A. in the development of the US$6.4 Billion open-pit copper mining project Cobre Panamá, the biggest private sector investment in Panama history. Including, among others, the interconnection of a coal-fired power plant of installed capacity of 300MW that will supply the copper mine project.
  • Advising Metro de Panama, S.A. in connection with Line 1 and 2 of the Metro of Panama, the most important public infrastructure project under development in the Republic of Panama.
  • Advising Panama Ports Company, S.A. (member of Hutchinson Ports Holdings) in corporate matters related to the development and operation of the Balboa and Cristobal ports.
  • Advising Hidrotenencias, S.A. in connection with the sale of their stake in the company to EnfraGen Spain, S.A.
  • Advising the Hitachi, Ltd., Mitsubishi Corporation, and Ansaldo STS, S.p.A., in connection with an Agreement signed with Metro de Panamá, S.A. for the Line 3 of the Metro of Panama.
  • Advising The AES Corporation in the development and construction of the Changuinola I Project, a 223 MW run of the river hydroelectric plant developed in the province of Bocas del Toro, Republic of Panama. This project is one of the most important private investments in the country.
  • Advising Banistmo Investment Corporation, S.A. as holder of local collateral of several energy projects and the most recent being the Gas Natural Atlantico, S. de R.L. and Costa Norte LNG Terminal S. de R.L. LNG project, which is an approximately US$600 million financing.
  • Advising International Finance Corporation (IFC) who are currently advising Empresa de Transmisión Eléctrica, S.A. (ETESA) in the development and bidding of a project for the engineering design, procurement, construction, operation and maintenance of the fourth transmission line in the Republic of Panama.
  • Advising First Transit of Panama Inc. in connection with a Consulting Services Agreement for the operation of the Metro Bus, the bus rapid system for Panama City.
  • Advising Electron Investment, S.A. in an arbitration process filed by Constructora Seli Panamá, S.A., before the International Chamber of Commerce.
  • Advising Hidroelectrica Bajos del Totuma on regulatory, contractual and environmental matters related to the development of Bajos del Totuma hydroelectric power station.
  • Advising International Finance Corporation (IFC) on regulatory, financing and contractual matters related to Penonomé II wind energy project.
  • Advising Thesan S.P.A. on regulatory, contractual, environmental and tax matters related to the photovoltaic system for generating electrical energy called “El Espinal” with an installed capacity of 8.5 MW.
  • Advising Farallon Nicaragua, a vertically integrated producer of farmed shrimp and a leading supplier of branded fresh-frozen shrimp to major markets in Asia Europe and the U.S., in connection with the sale of its business to Cooke Inc., a New Brunswick Canadian company and parent of Cooke Aquaculture Inc.
  • Advising Electron Investment on regulatory and tax matters related to the operation of Monte Lirio hydroelectric power station, as well as in processes of acquisition and compulsory easement before the National Authority on Public Services (ASEP).
  • Advising Grupo CABBSA in connection with the asset purchase acquisition of Soho Mall, by a consortium comprised of Mexican companies, i.e. by Grupo CAABSA and Grupo Citelis.
  • Advising Gaming & Services of Panama, S.A., a subsidiary in Panama of CIRSA – a multinational leader in the entertainment industry worldwide, in various regulatory issues related to its commercial activities in the Republic of Panama.
  • Advising Engie Solar in connection with the sale of its ownership in PanamaSolar2, S.A., to Latin Renewables Infrastructure Funds managed by Real Infrastructure Capital Partners.
  • Advising 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$1,000,000,000.00 in aggregate principal amount of 6.875% senior notes due 2026.
  • Advising Banco Inbursa, S.A., Institucion de Banca Multiple, as buyer in relation with a certain master agreement for the purchase and assignment of non-recourse credits through a revolving discount purchase facility for a value of US$ 415,000,000.00 of certain specific credit rights of Consorcio Linea 2 de Metro de Panama.
  • Advising MB Creditos, S.A., 100% subsidiary of Multibank, with respect to the financing of a credit facility agreement for an amount of up to US$ 17,030,000.00, granted by a syndicate of local banks in Panama, including MMG Bank Corp., BICSA, BBP Bank and Banco del Pacifico.
  • Advising AON Benfied, a division of the AON group specializing in the reinsurance sector, in various regulatory and corporate matters related to its operations in the Republic of Panama.
  • Advising Morgan Stanley, Miami Branch, as creditors of loans secured by collateral on debtor investment accounts, mostly Panamanian companies with accounts in this bank.
  • Advising Caterpillar Financial Services Corporation (CAT Financial) on the review of leasing contracts for the acquisition of heavy equipment used in the development of infrastructure projects in the Republic of Panama.
  • Advising Mercantil Banco, S.A., a financial institution authorized by the Superintendency of Banks of the Republic of Panama, in the first stage of an important process of corporate reorganization of the bank at a regional level.