Morgan & Morgan - Attorneys at Law is a client-focused and multidisciplinary Panamanian law firm. The firm is a member of the Morgan & Morgan Group (MMG), an extensive and efficient network with operations in over 20 cities in America, Asia, and Europe.
Morgan & Morgan regularly assist local and foreign corporations, from several industries, in important investments in Panama and the region. Our fully licensed law offices, associated firms and strategic alliances with the most important professional networks such as Terralex, World Services Group, American Law Firm Association, International Network of Boutique Law Firms, among others; allows us to give an effective and efficient answer to the requirements of our clients worldwide under the industry's best international standards.
Clients/Industries: Consumer & Manufacturing; Education; Energy, Transportation & Infrastructure; Entertainment; Financial Institutions; Insurance; Maritime & Ports; Mining; Real Estate, Hotels & Developers; Technology & Telecommunications.
Practice Groups/Areas: Business & Corporate Law (Banking & Capital Markets, Insurance & Reinsurance, M&A, Project Finance), Estate Planning & Corporate Services, Intellectual Property, Labor & Immigration, Litigation & Dispute Resolution, Maritime, Real Estate, Taxation.
2012 KEY TRANSACTIONS
In the Energy, Transportation, & Infrastructure Industry, we have recently participated in the most innovative and transcendental projects in the country, in every aspect of their legal needs such as the Panama Canal Expansion Project and the 'Metrobus', a rapid bus system for Panama City.
In the 'Metrobus' transaction, Morgan & Morgan served as legal advisors to financial entities in securing syndicated financing for a rapid bus system for Panama City. This financing was structured under two credit facilities: (i) a term loan facility in an aggregate amount equal to US$193,736,370, evidenced through a facility agreement governed by the laws of England, entered into by and among Transporte Masivo de Panamá, S.A., as borrower, HSBC Bank, plc, as lender, agent and arranger and HSBC Investment Corporation (Panamá), S.A., as collateral trustee; and (ii) a term loan facility in an aggregate amount equal to US$66,100,000, evidenced through a facility agreement governed by the laws of the Republic of Panama, entered into by and among Transporte Masivo de Panamá, S.A., as borrower, HSBC Bank (Panamá), S.A., as lender, arranger and administrative agent, Caja de Ahorros, as lender, Banco Nacional de Panamá, as lender and HSBC Investment.
We also participated in the acquisition of the Corredor Norte, were Morgan & Morgan represented the Ministry of Economy and Finance, Empresa Nacional de Autopista, S.A. (ENA), and ENA Norte, S.A. (an affiliate of ENA), in a U.S. $600,000,000 issuing of 4.95% Notes due 2028, registered before the National Securities Commission of the Republic of Panama and successfully placed through the Panama Stock Exchange.
The acquisition of the Corredor Norte was one of the centerpieces of the Panamanian government's infrastructure improvement plan, and was implemented through ENA Norte, S.A. As collateral on the Notes, ENA Norte, S.A., assigned its rights under the Concession to the ENA Norte Trust, a trust created in order to act as issuer of the Notes.
Morgan & Morgan acted as Panamanian counsel for MEF, ENA and ENA Norte. PAST REPRESENTATIVE TRANSACTIONS
Represented HSBC Bank plc, HSBC Bank (Panama) S.A., Caja de Ahorros and Banco Nacional respect a syndicated secured financing of US$259,836,370 million for METROBUS project, the bus rapid public transport system for Panama City.
Advised HSBC Bank (Panama) S.A. with respect to a secured financing of US$14,708,782.55 million for the acquisition of real estate required for the construction of bus depots for the METROBUS project.
Provided legal advise to Panama Ports Company, S.A (a subsidiary of Hutchison Port Holdings) and HSBC to implement a Sale and Lease Back for an amount up to US$260,000,000 million for future investment on infrastructure in the Ports of Balboa and Cristobal.
Represented the agent and multilateral lenders in the US$2.3 billion financing to the Panama Canal Authority (ACP), in connection with the Panama Canal Expansion Project. This complex transaction involved five multilateral agencies: International Finance Corporation (IFC), the Japan Bank for International Cooperation (JBIC), the European Investment Bank (EIB), the Inter American Development Bank (IDB) and the Andean Development Corporation (CAF). Latin Lawyer Magazine elected this Financing Project as the "Latin American Deal of the Year".
Advises Minera Panama, S.A., in the development and financing of a copper mining project in the District of Donoso, Province of Colon. This project is valued at over US$5 billion and is one of the largest projects under development in Panama.
Advised HSBC in arranging a US$375 million syndicated facility for the upgrading and expansion of the oil pipeline and storage facilities operated by Petroterminal de Panamá, S.A. The PTP expansion project total cost is estimated at $480 million and is one of the largest projects financing ever seen in Central America. This Refinancing Project won in New York City, the "Latin American Refinancing Deal of the Year" by the Project Finance Magazine publication.
Advised AES Changuinola, S.A., an affiliate of Arlington, VA-based The AES Corporation, in the development and US$366 million secured financing of the 223 MW Changuinola I Hydroelectric Project, which is the largest infrastructure project under construction in Panama after the Panama Canal Expansion Project.
Represented HSBC Bank (Panama), S.A., as Administrative Agent and Lender in a US$60 million bridge loan facility granted to Ideal Panama, S.A., a subsidiary of Impulsadora del Desarrollo y el Empleo en America Latina, S.A. de C.V. (IDEAL), for the construction of a 87 MW hydroelectric power generation facility (Baitún Project) and a 54 MW hydroelectric power generation facility (Bajo la Mina Project), located on the Chiriquí Viejo River in the province of Chiriquí, Republic of Panama.
Advised Credit Suisse in connection with a US$40 million loan to companies affiliated with Aerovias del Continente Americano (AVIANCA) and a US$70 million secured facility involving the mobile telecommunications industry.
Advised the International Finance Corporation (IFC) in a US$50 million loan to AVIANCA.
Advised Credit Suisse Securities (Europe) in the issuance and sale of up to US$2,250,000,000 million aggregate principal amount of Euro Medium Terms Notes of the Banco Latinoamericano de Comercio Exterior S.A. (Bladex).
Represented Cirsa Gaming Corporation S.A. and Deutsche Bank AG, London Branch in the offering of €400,000,000 million aggregate principal amount of 8.750% senior notes due 2018 through the direct wholly-owned finance subsidiary, Cirsa Funding Luxembourg S.A.
Legal counsel to La Hipotecaria, S.A., in connection with a cross-border securitization of mortgage loans and public offering of mortgage bonds for up of US$12 million.
Advised Cirsa Gaming Corporation S.A. and Deutsche Bank AG, London Branch in the offering of €280,000,000 million aggregate principal amount of 8.750% senior notes due 2018 through the direct wholly-owned finance subsidiary, Cirsa Funding Luxembourg S.,A. (2011)
Advised Cirsa Gaming Corporation S.A. and Deutsche Bank AG, London Branch in the offering of €400,000,000 million aggregate principal amount of 8.750% senior notes due 2018 through the direct wholly-owned finance subsidiary, Cirsa Funding Luxembourg S.,A. (2010)
Advised Cirsa Gaming Corporaton S.A. and Deutsche Bank AG, London Branch in a Multicurrency Revolving Credit Facility of €30,000,000 million
Advised Banco La Hipotecaria, S.A. in a cross-border securitization of mortgage loans and public offer of mortgage bonds for an amount of up to US$100,000,000 million
Advised HSBC Leasing, S.A., regarding the registration of Revolving Notes for the amount of US$ 150,000,000.00 million.
Advised HSBC Bank (Panamá), S.A., in the issuance and sale of up to US$2,500,000,000 million aggregate principal amount of Medium Term Note Programme of Corporación Andina de Fomento
Advised to Uni Bank & Trust, Inc. in obtaining its banking and trust licenses in Panama.
Advised HSBC Group in the sale of its local operation to Colombian financial institution Banco Davivienda, in three Central American countries: El Salvador, Honduras and Costa Rica. The banking group has agreed to an $801million (£513million) deal with Colombia's Banco Davivienda, which includes 29 branches in Costa Rica, 57 in El Salvador and 50 in Honduras.
Provided legal advise to Dorel Industries regarding its acquisition of the 70 percent of South American group Silfa, which until December 2011 owns the most popular Infanti brand in that region.
Advised the Ecuadorian group Importadora Industrial Agricola S.A. (IIASA) in the acquisition of Cardoze & Lindo, S.A. in Panama.
Represented Intercoastal Marine Inc. in connection with a US$32 million acquisition of Consalfa.
Represented Grupo Mapfre in its US$211 million acquisition of a majority stake in Aseguradora Mundial, S.A., one of the leading insurance companies in Panama and the region. In this operation MAPFRE acquires 57% of the shares of Aseguradora Mundial, Mundial Desarrollo de Negocio and their subsidiaries from Grupo Mundial.
Advised Canadian airline Jazz Air in its US$15 million acquisition of Uruguay's national airline Pluna Airlines.
Represented Caterpillar Leasing Chile in connection with a US$ 48 million secured loan made to Inti Inversiones Interamericana's Corp., a subsidiary of Ferreyros S.A., related to the acquisition of Caterpillar dealerships in Central America.
Advised its client HSBC in all aspects related to the US$1.7 billion merger operation of its local subsidiary HSBC Bank (Panama) S.A. with Primer Banco del Istmo, and the merger of brokerage houses HSBC Securities (Panama), S.A., and Banistmo Securities, Inc., including filing and obtaining all regulatory permits in Panama. This transaction was recognized as one of the largest private commercial transaction ever undertaken in Panama and Central America.
Acted as counsel is the acquisition of Aseguradora Mundial, one of the leading insurance companies in Panama and the region. In this operation the firm represented Grupo Mapfre with the financial transaction to acquire the majority stake, as well as on all matters related to the administrative and regulatory documentation required for the establishment of its operation in Panama.
CORPORATE SOCIAL RESPONSIBILITY
Our commitment to Corporate Social Responsibility (CSR) is focused at the organizational and community level in four main areas: the Eduardo Morgan Foundation (Fundamorgan) and its Corporate Volunteer Program, the Pro Bono practice, the Corporate Wellness program which targets our employees, and the Community Legal Assistance Foundation (Fundalcom).
2010 Morgan & Morgan obtained the "Good Corporate Citizen Award" given by the American Chamber of Commerce & Industry to the Panamanian company with the best Corporate Social Responsibility program
2010 Morgan & Morgan was recognized in Spain by the "Women's Association for Dialogue and Education" for the Fundalcom's projects
2012 Morgan & Morgan was distinguished by the International Association for Volunteer Effort (IAVE) for its support in the development of the "Project of the Panamanian Volunteering Law"
A significant number of partners and lawyers from Morgan & Morgan share their knowledge through the Pro-Bono practice by providing free legal advice to low-income people.
In April 2011 Morgan & Morgan became the first Panamanian organization to sign the "Pro Bono Declaration of the Americas", an initiative promoted by The Cyrus R. Vance Center for International Justice. Through this Declaration, the leading law firms of the region, aware of the limited resources allocated by the State to free legal assistance commit themselves to provide this valuable cause to socially vulnerable, low income individuals.
The firm has invested over *4,720 hours, representing an investment of more than $728,000.
How we do it?
Attending persons in civil, criminal and environmental cases: This allows low-income families to have access to equal justice before the law.
Volunteer Law of Panama: Morgan & Morgan was responsible for the development of the Panamanian volunteers law.
Development of rehabilitation and others social programs: Morgan & Morgan has collaborated with the "Jesus Luz de Oportunidades Foundation" structuring programs of rehabilitation for children and youth at risk that this foundation offers.
Legal Counseling Open Houses
In 2012, Morgan & Morgan has successfully implemented monthly "Legal Counseling Open Houses". These fairs has the objective of providing free legal advice and representation in family law and domestic violent cases to those present and are executed in partnership with leading NGOs in different communities in Panama. In addition, during each fair, Fundalcom provides trainings to participants regarding gender equality and domestic violence.
*This number includes Fundalcom's program.
2012 Top Ranked Law Firm in Panama in Banking & Finance, Litigation and Shipping by "Chambers Global & Latin America"
2012 Top Ranked Financial & Corporate Law Firm by "International Financial Law Review 1000"
2012 Highly Recommended by "The International Who's Who of Mergers & Acquisitions and Business Lawyers"
2012 Top Ranked Law Firm in Panama and Central America by Latin Lawyer Magazine
2012 Recognized as Leading Lawyers in Latin America by Global Business Magazine
2012 Top Ranked Mergers & Acquisitions Law Firm by "Which Lawyer? Yearbook"
2011 Winner of the "Litigation Advisory Firm of the Year in Panama" by Corporate INTL Magazine
2010 Recognized as the best Panamanian "Shipping and Maritime Law Firm" by Global Law Experts
2010 Winner of the "Deal of the Year" by Project Finance Magazine for the Petro Terminal Panama Refinancing Project
2010 Winner of the "Deal of the Year" by Latin Lawyer for the counsel in the Panama Canal Financing Project.