Alemán Cordero Galindo & Lee

Alemán, Cordero, Galindo & Lee was established in 1985 and has quickly become one of Panama’s leading law firms. In its local practice, the banking department is one of the firm’s main areas of strength. It provides services to most of the large banks established in the country and represents several foreign banks that have recently applied for a banking licence and have started operations in Panama. The firm also provides legal advice to a large number of companies from various industries, ranging from the largest telecommunication company in the country to companies engaged in port activities, software production, transportation, electric distribution, construction, manufacturing, petroleum distribution, pharmaceutical distribution and retail sales, among others.

Alcogal is very experienced in dealing with international clients. It has handled many complex financial transactions for foreign banks and corporations. In addition, it represents many international companies that submitted winning bids for the purchase of privatised state companies, and has also provided legal assistance to Panamanian companies that have expanded their activities abroad.

• Banking and finance
• Capital markets
• Corporate and M&A

Banking and finance
Arturo Gerbaud
agerbaud@alcogal.com

Capital markets
Arturo Gerbaud
agerbaud@alcogal.com

Corporate and M&A
Arturo Gerbaud
agerbaud@alcogal.com

Alejandro Ferrer
aferrer@alcogal.com

Banking & Finance

• We advised Banistmo, S.A., Bancolombia, S.A., Banesco, S.A., St. George’s Bank & Co., Caja de Ahorros, Banco Aliado, S.A., Credicorp Bank, Banco Latinoamericano de Comercio Exterior (BLADEX), as lenders, in relation to the financing provided to a Mexican joint venture composed by Inmobiliaria Citelis Panamá, S.A. and Inversiones Amilena, Inc. for the purchase of the Soho Mall.  
• Alcogal advised Credit Suisse as Panama counsel in a loan agreement to AGP America S.A. and other borrowers. The loan proceeds will be used to cancel existing indebtedness of glass production and supplier companies AGP America (Panama), AGP Colombia, and AGP Peru, in three different jurisdictions, as well as for expansion of an e-glass plant in Lima and for corporate purposes.The credit agreement is governed by New York law, but collaterals have been allocated mainly in Colombia and Peru, with movable assets and real estate property of AGP subsidiaries in such countries being transferred to a newly constituted trust estate in order to secure repayment. Also, securities have been established under New York Law. The transaction totaled US$85 million.
• We advised Citibank, N.A. in connection with the financing provided to CrediQ, S.A. de C.V. by Citibank, N.A. and Overseas Private Investment Corporation to CrediQ.
• Advised Banco General as arranger in connection with the structuring and registration of an up to US$40 million corporate bonds issuance by Desarrollo Inmobiliario del Este, S.A. (DIESA);
• Represented Gas Natural Atlantico, S. de R.L. and Costa Norte LNG Terminal S. de R.L., as borrowers, in an approximately US$600 million financing for the construction and development of an LNG (liquefied natural gas) power block and LNG terminal in the Colon Province of Panama;
• Represented Celsia S.A. E.S.P. as guarantor and CTC Curazao B.V. as borrower in a US$200 million credit agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., Banco Santander S.A. and Banco Santander de Negocios Colombia S.A. as initial lenders, for the purpose of financing the acquisition by Celsia of a majority interest in, among others, Bahia Las Minas Corp. and Enerwinds de Costa Rica S.A;
• Assisted Banco General, S. A. in the structuring, documentation and execution of the Syndicated Loan to Costa Del Este Town Center Group, S.A. for US$165 million. The Syndicated Loan, will be used for the development and construction of the 78,487 square meter Town Center mall, which will be located in Costa Del Este, one of the most exclusive residential neighbourhoods in Panama City. The Syndicated Loan was guaranteed, among others, by a Trust Agreement executed between Costa Del Este Town Center Group, S.A. (Settlor), BG Trust Inc. (Trustee) and the Lenders (Beneficiaries);
• Represented the Bank of Nova Scotia as lender to their client Worldland Investment, S.A., in connection with the Bank of Nova Scotia (lender) and a loan of US$43 million granted for refinancing their acquired debt for the construction of the commercial establishments and offices from the “Street Mall” project;
• Acted as local counsel to Citibank N.A., as administrative agent and lenders, in a US$104 million credit agreement with Global Bank Corporation, as borrower, Citigroup Global Markets Inc., as joint lead arranger and bookrunner, and Banco Latinoamericano de Comercio Exterior S.A. and Commerzbank Aktiengesellschaft, Filiale Luxemburg, as Joint Lead Arrangers.
• Advised Banco General as lender to their client River Ventures Corp. in connection of a loan for a total amount of US$33,250,000.00 for financing the construction and development of the project “Aria” in Panama City;
• Advised Banco General as lender to their client Country Club Development, S.A., in connection of a loan for a total amount of US$91,136,000.00 for financing the construction and development of the "Costa del Este Country Club” project in Panama City;
• Acted as special Panamanian counsel to Phoenix Tower International Panama S. de R.L., and Torres Panameñas S. de R.L., as borrowers, in connection with the preparation, execution and delivery of, and the consummation of the transaction contemplated by the Term Loan Agreement of up to US$32,150,000.00 granted by Banco General, S.A., Metrobank, S.A. and Towerbank International Inc;
• Acted as Panamanian counsel to Citibank, N.A. (as lender) and Citivalores, S.A. (as Collateral Agent) in connection with a US$58 million financing guaranteed by the borrower (Banistmo, S.A.) through a pledge over an investment account held with Citivalores, S.A. which contained, among others, Negotiable Certificates of Participation (CERPANEs, for its initials in Spanish) which are negotiable instruments issued by the Public Servers Savings and Pension Capitalization Systems (SIACAP, for its initials in Spanish) of the Government of Panama. We continued acting as Panamanian counsel to Citibank, N.A. and Citivalores, S.A. earlier this year when the above financing was restructured;
• Advised Banco General as lender to their client London & Regional (Panama), S.A., in connection of a loan for a total amount of US$75 million for financing the construction and development of the projects “Woodlands” and “River Valley” in Panama City;
• Acted as Panamanian counsel to BNP Paribas as lender to Canacol Energy Limited (borrower) in a US$200 million Term Loan Credit Agreement which closed in April 2015.
• Acted as special Panamanian counsel to UBS AG in connection with the preparation, execution and delivery of, and the consummation of the transaction contemplated by, the Amendment to the US$46 million loan granted by UBS AG in favor of Omega Energy International S.A. The transactions closed in March 2015, and it involved multiple jurisdictions;
• Advised Banco General as lender to their client Inmobiliaria Center Point, S.A. in connection of a loan for a total amount of US$43,500,000.00 for financing the construction and development of the project “Matisse” in Panama City. 

M&A

• We advised a first-tier Latin American financial group, Grupo Aval, in connection with its acquisition of Multibank Financial Corp. 
• We advised Partners Group in its acquisition of a 50% stake in EnfraGen LLC. 
• We advised Banco Panamá in connection with its acquisition by Banco Aliado by way of a merger between Grupo Centenario de Inversiones, the owner of 100% of the shares of Banco Panama, with Allied Pacific, a subsidiary of Banco Aliado, with Allied Pacific being the resulting entity. 
• Represented Cable & Wireless Communications in the Panama law aspects, particularly regulatory aspects, on the sale of CWC to Liberty Global Plc for $5.3 billion. CWC has major cable and telecommunications assets in Panama, the Caribbean, and Central America;
• Acted as local regulatory counsel in Panama for EFG International, in connection with the acquisition by EFGI of BSI Bank and its operations in Panama from Banco BTG Pactual of Brazil. The value of this transaction was US$1,700 million;
• Advised Petroamerica Terminal S.A. (PATSA)) in the negotiation for the acquisition of controlling interests of Petroamerica Terminal S.A. (PATSA) by an international terminal operator. In addition, we collaborated with the review, negotiation, and closing of the Stock Purchase Agreement, Shareholder´s Agreement, and other transactional documents. The agreed sum for this acquisition was US$90 million;
• Advised San Miguel Industrias PET (SMI), a Peruvian company in the plastics manufacturing industry, in an US$34 million M&A transaction by which SMI acquired the entirety of the shares in Plastiglas Holding Co. Inc., a Panamanian holding company;
• Advised Credito Real in their acquisition, through one of its subsidiaries, of 70% of the equity interests issued by a Panamanian company named Maravalley Corporation, which is a holding company with several entities in Costa Rica, Nicaragua, and Panama operating under the commercial name "Instacredit." The value of this transaction was US$70 million USD;
• Advised Cementos Argos S.A. and Colcaribe Holdings, S.A. in the sale of 20% of the shares of Argos Panamá, S.A. to a subsidiary of Provicem, S.A for approximately US$126MM;
• Advised Citigroup in Scotiabank’s purchase of Citigroup’s retail and commercial banking operations in both countries. Scotiabank acquired 27 Citigroup branches in Panama and Costa Rica, bringing the total number of its customers in both countries to almost 400,000. In Panama, this involved the sale of Banco Citibank (Panama), S.A;
• Acted as local counsel to Banco BTG Pactual of Brazil, in their acquisition of BSI Bank AG from Generali. BSI has three regulated entities in Panama and we assisted Banco BTG Pactual in all relevant regulatory filing required as conditions precedent prior to the closing of the transaction;
• Acted as local (Panama) counsel to Smurfit Kappa in its acquisition of Central American counterpart Grupo CYBSA which operates five packaging plants in El Salvador and Costa Rica and hired Greenberg Traurig LLP for the deal;
• Acted as local counsel to Celsia S.A., E.S.P. (purchaser) in their acquisition of 51% of the issued and outstanding shares of Bahía Las Minas (the largest thermic power generator in Panama), as well as the acquisition of 100% of the issued and outstanding shares of Alternergy, S.A., Suez Energy Central America, S.A. (now Celsia Centroamerica S.A.) and Bontex S.A., all property of Suez Energy International Luxembourg (Seller), a subsidiary of GDF Suez, for US$840 million, which was the largest private transaction in Panama in 2014. The power plants of Celsia in Panama has a capacity of more than 500MW.  We represent Celsia in a large number of regulatory and commercial issues in their day to day operations;
• Advised Credito Real in their acquisition through one of its subsidiaries, of 70% of the equity interests issued by a Panamanian company named Maravalley Corporation, which is a holding company with several entities in Costa Rica, Nicaragua and Panama operating under the "Instacredit" commercial name.   This transaction contributes to Credito Real's business diversification.  As a result of the acquisition, Credito Real will consolidate Instacredit's results in its financial statements beginning on February 22nd, 2016. The aggregate consideration payable for this transaction assumes a value of 70 million USD.

Capital Markets

• We advised Banco General S.A. as arranger and administrative agent in connection with (i) the structuring and registration with the Superintendence of Capital Markets of Panama of a US$205 million corporate bonds issuance by Electron Investment, S.A., as well as their public offering, and (ii) a liability management operation with the amendment of an existing US$235 million corporate bonds issuance by Electron Investment, S.A., required for purposes of maintaining the same guarantees of this existing issuance in order for these to guarantee the new US$205 million issuance, upon the redemption of the existing bonds. This is one of the first structured issuances of energy generating companies, that involve issuance of new securities and liability management transactions of existing issuances.  
• We advised BAC International Bank, Inc., as issuer and Multi Securities Inc. as arranger in connection with the structuring and registration of a US$700 million corporate bonds issuance by BAC International Bank, Inc., as well as their public offering. As legal advisors to the issuer and to the arranger we were responsible for (i) drafting the core documents of the transaction and all the ancillary documents, as well as (ii) registering the corporate bonds issuance before the Superintendence of Securities Market of Panama. This is the largest and most relevant issuance taking place this year, and it takes special relevance during the current Covid-19 health crisis, since an important banking entity in the marketplace such as BAC International Bank, Inc., maintains confidence in Panama´s securities market.
• We acted as lead counsel to Promerica Financial Corporation in connection with its first US issuance of notes worth US$200 million. It is one of the few issuances of a multijurisdictional bank holding company, since Promerica Financial Corporation is the majority shareholder of a network of commercial banks operating across Central and South America and the Caribbean. 
• We assisted Imperia Intercontinental Inc., parent company of Banco Cuscatlán de El Salvador, in connection with a US$100 million credit and guarantee agreement entered into with Banco Latinoamericano de Comercio Exterior, S.A. (Bladex) and JP Morgan Chase, as lead arrangers, and the lenders thereto in order to finance the acquisition by Imperia of Scotiabank’s banking and insurance operations in El Salvador.
• Advised Banco General S.A. as arranger and administrative agent in connection with the structuring and registration of three parallel corporate bonds issuances, totaling approximately US$100 million, by Istmus Hydro Power, Corp. Las Perlas Norte, S.A. and Las Perlas Sur, S.A., as well as their public offering;
• Advised AES Panama, S.R.L., the largest electricity generation company in Panama in terms of installed capacity and average energy dispatched, as well as the largest privately controlled hydro generation company in Central America (based on information provided by the National Dispatch Center), as issuer, in connection with the public offering of US$350 million due in 2022 and in connection with a tender offer for the purchase (as repayment) of the corporate bonds issued by AES Panama S.R.L. due in 2016.  The 144A/Reg S issuance was registered with the Superintendence of Capital Markets and listed in the Panama Stock Exchange;
• Advised Banco General S.A. as arranger and administrative agent in connection with the structuring and registration of a $235 million corporate bonds issuance by Electron Investment, S.A., as well as their public offering;
• Advised Aeropuerto Internacional de Tocumen, S.A. as issuer in connection with the structuring and registration of an amendment to the terms and conditions of US$650 million corporate bonds issuance due in 2023 and with the structuring and registration of US$625 million corporate bonds issuance, as well as their public offering. This bond issuance was one of the largest bond offering in the history of Panama done by a Governmental entity.
• Advised Banco General S.A. as arranger and administrative agent in connection with the structuring and registration of a $10 million corporate bonds issuance by Desarrollo Inmobiliario del Este, S.A. (DIESA), as well as their public offering;
• Advised Prival Bank S.A. as arranger and administrative agent in connection with structuring and registration of a $212 million corporate bonds issuance by the ENA Este Trust, a trust established by ENA Este, S.A., as well as their public offering;
• Advised Prival Bank, S.A. and Banco Ficohsa (Panama), S.A., as arranger/administrative agent and issuer, respectively, in connection with a US$50 million commercial paper issuance by Banco Ficohsa (Panama), S.A. as well as their public offering;
• We acted as local counsel to the Initial Purchasers (including Citigroup Global Markets Inc., BNP Paribas Securities Corp., among others) in connection with the purchase and sale of US$420m 10.00% Notes due in 2019 issued by Global Ship Lease, Inc., a corporation organized under the laws of the Marshall Islands;
• Advised Banco General S.A. as arranger and administrative agent in connection with the structuring and registration of a $14m corporate bonds issuance by Hidro Boqueron S.A., as well as their public offering;
• Advised Prival Bank S.A. as arranger and administrative agent in connection with the structuring and registration of a $30 million non-accumulative preferred stock issuance by Grupo Prival S.A., as well as their public offering;
• Advised Prival Bank S.A. as arranger, administrative agent and issuer in connection with the structuring and registration of a $100 million commercial paper issuance by Prival Bank S.A., as well as their public offering;
• Advised Banco General S.A. as arranger and administrative agent in connection with the registry cancellation of (i) a $10 million commercial paper issuance by Petroleos Delta S.A. and a ($30,000,000.00 corporate bonds issuance by Petroleos Delta, S.A.

British Virgin Islands office
3rd Floor, Yamraj Building
Market Square
PO Box 3175
Road Town, Tortola
British Virgin Islands

Uruguay office
Luis Alberto de Herrera 1248,
World Trade Center Torre III, Of. 361
Montevideo
Uruguay

Switzerland office
CH-1211 Geneva 3
Switzerland