Capital markets in Panama

Alemán, Cordero, Galindo & Lee

Alemán, Cordero, Galindo & Lee‘s ‘very knowledgeable‘ team has recently been particularly active in the debt capital markets space, advising on large domestic corporate bonds issuances and cross-border listings in Central America and the rest of Latin America. The team is also experienced in structured finance, particularly securitisations, the restructuring of international issuances, and regulatory matters. Among its clients are many domestic and international investment banks and financial institutions. ‘Excellent‘ practice head Arturo Gerbaud, who is also the firm’s managing partner, is highly experienced in advising underwriters and issuers on bond offerings. Other key members of the practice include Eloy Alfaro B, who has notable expertise in structured finance, and senior associates Rafael Marquínez and Rita de la Guardia, who are both skilled in international securities offerings. Since publication, both Marquínez and de la Guardia have been raised to the partnership - effective January 2022.

Practice head(s):

Arturo Gerbaud

Testimonials

‘Lots of experience in the capital markets field. Great knowledge of the applicable regulations and practical implementation.’

‘Arturo Gerbaud is an excellent professional, with unique technical knowledge and extensive experience in this area of law.’

‘The team is very knowledgeable about our business and the applicable regulations. They also have a good network.’

‘Always available when we need assistance.’

Key clients

AES Panama

AES Panama Generation Holdings

Banistmo

Banco General

Prival Bank

Global Bank Corporation

Citigroup Global Markets

BAC International Bank

The Bank of Nova Scotia

Aeropuerto Internacional de Tocumen

Work highlights

  • Advised AES Panama Generation Holdings on a $1.4bn bond issuance to refinance the existing indebtedness of several AES group entities.
  • Advised Banco Nacional de Panama, on its $1bn Rule 144A / Regulation S bond issuance.
  • Advised Aeropuerto Internacional de Tocumen, as issuer, in connection with the structuring and registration of an amendment to the terms and conditions of a $625m Rule 144A/Regulation S corporate bonds issuance, and a $875m Rule 144A /Regulation S corporate bonds issuance.

Arias, Fábrega & Fábrega

Arias, Fábrega & Fábrega stands out for its extensive experience in advising on IPOs, both locally and on the New York Stock Exchange. In addition, the team regularly advises on international Rule 144A/Regulation S bond offerings, including by the Republic of Panama, as well as securitisations and regulatory matters; in a recent highlight, the firm advised the underwriters on the first emerging market sovereign bond issuance since the beginning of the Covid-19 pandemic. The team is led by Ricardo Arango, who is experienced in both debt and equity capital markets transactions. Among the other notable members of the team are Estif Aparicio, who has particular expertise in offerings on the NYSE, and international senior associates Cedric Kinshots and Donald Canavaggio.

Practice head(s):

Ricardo Arango

Key clients

Citibank / Citigroup Global Markets

Banco General

Global Bank

Banco Latinoamericano de Comercio Exterior (Bladex)

Inter-American Development Bank (IDB)

Bank of America Merrill Lynch

JPMorgan Securities

Credit Suisse Securities (USA)

Deutsche Bank

Bank of Nova Scotia, Scotiabank

Work highlights

  • Advised the initial purchasers – Citigroup Global Markets, J.P. Morgan Securities, Scotia Capital (USA), Credit Suisse Securities (USA) and Banco General – on the $1.38bn bond offering by an entity of the AES group of Rule 144A / Regulation S notes.
  • Advised Credit Suisse and Goldman Sachs, as initial purchasers and joint book runners, on the first international Rule 144A/Regulation S offering by Banco Nacional de Panamá of $1bn of 2.50% senior notes due 2030.
  • Advising the initial purchasers and joint book running managers – BofA Securities, Citigroup Global Markets and J.P. Morgan Securities – on the international Rule 144A/Regulation S offering by Banistmo of $400m of its 4.250% senior notes due 2027.

Galindo, Arias & López

Highlighted for its 'knowledge and agility', Galindo, Arias & López regularly advises on public offerings of both debt and equity securities, including cross-border listings. The team focuses on advising issuers, acting for domestic, regional and international corporations from a range of sectors, most notably real estate, telecoms and aviation. The firm also has a strong regulatory compliance practice, assisting with the regulation and operation of foreign entities on the Panama and New York Stock Exchanges. Practice head Roberto de Araujo López is noted for his 'aptitude' in the field, particularly his expertise in securities regulation. Cristina Lewis de la Guardia, who has extensive experience in the structuring and issuance of securities, and senior associate Carla López, who assists with both securities issuances and regulatory compliance, are also key contacts.

Practice head(s):

Roberto De Araujo López

Testimonials

‘What made the firm stand out was the knowledge and agility with which they dealt with the issue, and especially the follow-up with the regulators. They exceed other firms we have worked with in terms of client service and agility in resolving matters.’

‘I recommend Roberto de Araujo López for his close relationships with his clients and aptitude in this field of law.’

Key clients

Cable Onda

Desarrollos Comerciales

Kadima Holdings

BAC Valores Panamá

Mercantil Servicios Financieros

Copa Holdings

Work highlights

  • Acted as Panamanian counsel to Copa Holdings in connection with its offering of senior, unsecured and convertible bonds for an aggregate principal amount of $350m.
  • Advised Kadima Holdings on its first public offering of $90m in corporate bonds and on the authorisations required by the Stock Market Superintendence of Panama.
  • Continuing to advise Cable Onda on the regulatory and compliance aspects of its November 2019 global offering of unsecured notes in the amount of $600m.

Morgan & Morgan

With ‘extensive knowledge‘ of capital markets matters, Morgan & Morgan is experienced in public and private offerings, including cross-border mandates. The team acts for both local and international issuers and underwriters, counting major banks and financial institutions, public entities and private corporations among its clients, and has notable expertise in advising investment funds, particularly real estate investment trusts (REITs). It is also experienced in regulatory matters. Francisco Arias, who has a strong client base of banks and financial institutions, leads the practice with Ricardo Arias, a specialist in the establishment and registration of investment funds and REITs. The team also includes Roberto Vidal, who is experienced in high-yield debt and equity securities offerings, Kharla Aizpurúa, Aristides Anguizola and senior associate Pablo Epifano, who regularly assists with cross-border matters.

Practice head(s):

Francisco Arias; Ricardo Arias

Testimonials

‘The lawyers have extensive knowledge of this field of law and of the regulatory body, which makes their advice more effective.’

‘The team has the ability and agility to work with the regulatory agencies. Their relationship with the regulators is superior to other firms with which we have worked.’

‘Lawyers from different practices work together on a matter, providing the client with various different perspectives.’

‘A team with real knowledge and experience and with good advisers.’

Key clients

Banco General

Banistmo

Banco La Hipotecaria

Cirsa Gaming Corporation

CM Realty (Cochez y Cia.)

Corporación Finanzas del País (PANACREDIT)

Credit Suisse

Deutsche Bank

Merrill Lynch

MMG Bank Corporation

Morgan Stanley & Co.

Multibank

The AES Corporation

Empresa Nacional de Energía

Hidroeléctrica Bajos del Totuma

Grupo Mercantil

Avianca Holdings

Banisi

Inmobiliaria Nidaco

Premium Properties International

Los Castillos Real Estate (Do It Center)

Global Bank Corporation

Urban Development Group

Panasolar Generation

Inmobiliaria Panama Car Rental

Panama Norte School

Phoenix Real Estate Fund

Corporación de Crédito

Sustainable Urban Revitalization Fund

Work highlights

  • Advised a syndicate of banks co-led by Scotiabank and Canaccord Genuity, and also including Stifel Nicolaus Canada and Red Cloud Securities, on a private offering of subscription receipts for $83m by Caldas Gold, a Canadian mining company with subsidiaries in Panama and elsewhere.
  • Acted as Panamanian counsel to First Quantum Minerals in its Rule 144A/Regulation S offering of $1.5bn of 6.875% senior notes due 2027.
  • Advised Banistmo on the issuance and placement of $400m of senior secured notes issued through a special trust vehicle created by Empresa Nacional de Autopistas (ENA) to raise the funds to refinance certain obligations of ENA Sur and ENA Este, which own the concession rights on toll roads known as “Corredor Sur” and “Corredor Este”.

Alfaro, Ferrer & Ramírez

Securities brokerage firms, investment banks, fund managers and investment advisers, both local and international, make up the client base of Alfaro, Ferrer & Ramírez. The team is experienced in advising underwriters and fund managers on the structuring, registration and listing of public and private securities offerings, with particular expertise in debt issuances in the financial and real estate sectors. The practice also advises on licensing and securities regulation, and during the pandemic it has been highly active in the restructuring of corporate bond programmes under special regulatory procedures. Senior partner Luis López Alfaro, who focuses on regulatory and compliance matters, and María Cargiulo, who has extensive expertise in public and private offerings and securitisations, lead the team.

Practice head(s):

Luis López Alfaro; María Cargiulo

Key clients

Credicorp Bank

Inversiones Inmobiliarias Arrocha

Caribbean Financial Group

Retail Centenario

Hidroeléctrica San Lorenzo

Abaco Capital Management

Work highlights

  • Advised Creditcorp Bank on the securitisation of $300m of personal consumer loans issued by the client and sold to a Panamanian SPV.
  • Advised Inversiones Inmobiliarias Arrocha, the real estate arm of Grupo Arrocha, on the restructuring of its $100m revolving corporate bond programme.
  • Assisted Financiera El Sol, the Panamanian subsidiary of Caribbean Financial Group, on the restructuring of its $100m revolving corporate bond programme, backed by consumer loans originated by the issuer and sold to a Panamanian SPV.

Icaza, González-Ruiz & Alemán

Gabriel González-Ruiz and Michelle O de de la Guardia lead the team at Icaza, González-Ruiz & Alemán, which is experienced in advising on public offerings on the Panama Stock Exchange, as well as private placements. Clients include a wide range of banks, multilateral development agencies, and private funds and businesses. In addition, the team often assists with regulatory matters, including the licensing of brokerage houses, investment and private pension administrators, and investment advisers. Among the other key members of the practice are Luis Chalhoub, who has additional expertise in corporate and banking matters, and associate Alfredo Fonseca.

Practice head(s):

Gabriel González-Ruiz; Michelle O. de de la Guardia

Key clients

Empresa Nacional de Autopista (ENA)

Superintendency of Banks of Pannama

Metro de Panamá

Insignia Financial Advisors

Banco Nacional

Work highlights

  • Advised Empresa Nacional de Autopista (ENA), ENA Este and Ena Sur on a public offering of $400m 4.00% senior secured notes due 2048.
  • Advising the Superintendency of Banks of Panama on the constitution of a trust that will serve as a liquidity fund with an endowment of $1bn for banks with a general licence in Panama to resolve their liquidity insufficiencies during the pandemic.
  • Advised Metro de Panamá on the notes issuance by SPARC EM SPC for the account of Panama Metro Line 2, backed by promissory note certificates (CDNOs) issued by the client.