Morgan & Morgan Legal advised Mercantil Holding Financiero Internacional, S.A. (MHFI), a subsidiary of Grupo Mercantil, in relation to the execution of the Promissory Share Purchase Agreement (the “SPA”) dated June 29, 2022, by and among the shareholders of Capital Bank, Inc. (“Capital Bank”) as sellers (the “Sellers”), and MHFI, as a buyer, whereby the parties agreed to execute the sale and transfer of 100% of the issued and outstanding shares of Capital Bank and its subsidiaries, and 100% of the issued and outstanding shares of Mercantil Banco, S.A. (a subsidiary of MHFI), to a new entity that will be owned by MHFI (in a 80%) and the Sellers (in a 20%). Additionally, the parties agreed that MHFI would acquire 100% of the issued and outstanding shares of Capital Assets Consulting, Inc., a brokerage firm associated with Capital Bank.

The agreed purchase price is US$137,460,000.00 plus 20% of the indirect shareholding of the combined entity, subject to compliance with certain conditions, retentions, and adjustments, as established in the SPA.

Partners Francisco Arias G. and Roberto Vidal, senior associate Ana Carolina Castillo, and international associate Miguel Arias M. participated in this transaction.

About Mercantil Banco, S.A.

Mercantil Banco, S.A. (“MBSA”), is a general license bank specialized in providing banking services focused on the commercial, personal and international banking segments.  MBSA hasassets of USD 1.11 billion, shareholders’ equity of USD 96 million, and earnings of USD 4.4 million in the twelve months ended December 31, 2021. The bank is a subsidiary of the Panamanian holding company Mercantil Servicios Financieros Internacional, S.A., a financial group with 97 years of experience in Banking, Insurance, and Investment businesses and extensive international experience operating over time in addition to Panama in the United States, Switzerland, Curaçao, and Venezuela; as well as representative offices in Colombia, Brazil, Peru, Mexico, and New York.

About Capital Bank, Inc.

Capital Bank, Inc. is a Panamanian general license bank founded in 2008 and focused mainly on the corporate, construction, real estate, and SME segments. It owns 100% of the shares of Capital Factoring & Finance, Inc., Capital Business Center, S.A., Capital International Bank, Inc., Capital Emprendedor, S.A., Capital Trust & Finance, Inc., Capital Leasing and Finance Solution, S.A., Optima Compañia de Seguros, S.A. and Invest Land & Consulting Group Corp. Capital Bank, Inc. recorded assets of USD 1,702 million, shareholders’ equity of USD 168 million, and profits of USD 4.5 million in the twelve months ended December 31, 2021.

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