Panama

Panama, June 30, 2026. Morgan & Morgan acted as legal counsel to Grupo Financiero BSC (formerly, Inversiones Cuscatlán Centroamérica, S.A.) (“Grupo BSC”) and subsequently to Banco La Hipotecaria, S.A. (“Banco La Hipotecaria”), a member of Grupo BSC’s economic group, in connection with the closing of the acquisition of Banistmo, S.A. (“Banistmo”). The Firm advised on the transaction from the execution of the share purchase agreement entered into in December 2025 between Grupo Cibest, S.A. (“Grupo Cibest”), as seller, and Grupo BSC, as the original purchaser (the “SPA”). Prior to closing, Grupo BSC assigned its rights and obligations under the SPA to Banco La Hipotecaria, which ultimately acquired 100% of Banistmo’s shares on the closing date, thereby incorporating Banistmo and its subsidiaries — including Banistmo Investment Corporation, S.A. and Leasing Banistmo, S.A. — into Grupo BSC’s economic group. Grupo Cibest, headquartered in Colombia, is the parent company of Bancolombia. Banistmo is a Panamanian corporation operating under a General Banking License through the entity currently known as Banistmo, S.A., the successor to a series of corporate reorganizations, acquisitions, and mergers that integrated banking operations dating back to 1984 in Panama and is one of the country’s leading private banks by deposits and loan portfolio. Grupo BSC is a Central American regional financial group with banking and insurance operations in El Salvador, Guatemala, and Honduras. In 2025, Grupo BSC expanded its presence into Panama and Colombia through the acquisition of 100% of La Hipotecaria (Holding), Inc., the holding company of Banco La Hipotecaria, which served as the ultimate purchaser in the transaction with Grupo Cibest and operates as a bank under a General Banking License issued by the Superintendency of Banks of Panama. The completion of the transaction strengthens Panama’s banking sector by incorporating Banistmo and its subsidiaries into a regional financial group with operations across multiple jurisdictions, further consolidating Grupo BSC’s position in Central America. The transaction was led by partners Roberto Vidal and Ana Carolina Castillo, together with partners José Rafael Reyes and Sophia Lee, senior associates Miguel Arias Mamais and Allen Candanedo, and associates David Ramos, Ariana Linares, Arantxa Fernández, and Eduardo Oteiza. The team provided comprehensive corporate, banking, regulatory, and capital markets advice throughout the transaction, from the negotiation and execution of the SPA through the assignment to the ultimate purchaser, the satisfaction of the condition’s precedent, and the successful completion of the closing.

Panama, May 11, 2026. 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.

Panama, March 17, 2026. Morgan & Morgan advised Banisi, S.A. (“Banisi”) on the registration of a revolving corporate bond program of up to US$100 million before the Superintendence of Capital Markets of Panama and on the listing of the bonds with the Latin American Stock Exchange (“Latinex”). The program contemplates the issuance of bonds in multiple series, which may be structured as Senior Series or Subordinated Series. It also provides for the possibility that such series may be granted a label in accordance with criteria established under internationally recognized frameworks and/or standards, whether current or future. The Subordinated Series may also be structured to qualify as part of the bank’s capital for capital adequacy purposes. This feature is particularly significant, as it gives the program additional flexibility and potential alignment with international market standards, while also potentially enabling the issuer to access a broader and more diversified investor base, including investors with specific sustainable investment mandates. Banisi is a bank holding a general license in the Republic of Panama, regulated by the Superintendency of Banks of Panama, and authorized to operate both locally and internationally. The institution has positioned itself as a commercially focused bank, with a solid institutional structure and a comprehensive range of financial products for both corporate and consumer clients. The transaction required regulatory and capital markets advice, particularly in connection with the structuring and implementation of a program with structural flexibility and potential alignment with international standards. Partner Ricardo Arias, and associate Ariana Linares, participated in this transaction.  

Panama, January 30, 2026. Morgan & Morgan acted as Panamanian legal counsel to Florida Ice and Farm Company (FIFCO), as seller, in connection with HEINEKEN’s acquisition of FIFCO’s beverage and related businesses across Central America. The transaction covered multiple jurisdictions - Panama, Costa Rica, Mexico, Nicaragua, El Salvador, Guatemala, and Honduras - and included the transfer of FIFCO’s Panamanian operations and holding structures as part of the broader divestiture. Morgan & Morgan provided comprehensive advice on the Panamanian-law aspects of the deal, coordinating seamlessly within the multi-jurisdictional framework required for a transaction of this scale. Morgan & Morgan´s legal team that advised in this landmark transaction was comprised by partners Inocencio Galindo, Aristides Anguizola, and José Rafael Reyes; and associate Eduardo Oteiza.