Capital markets
We are one of the most experienced and proficient law firms in Panama’s capital market. Our advisory services cater to both to private and public companies across diverse industries, assisting them in meeting their capitalization needs through equity or debt instruments. Our distinguished practice involves advising on the structuring of local and international issuances for significant players, including investment funds, consumer financing companies, regional banks, and multilateral organizations.
With a pragmatic approach, our capital market team delivers timely solutions to complex situations. We cover a broad spectrum of capital market services, including, but not limited to, obtaining individual and corporate licenses for industry participants, structuring and registering public issuances of fixed and variable income securities (including sustainable issuances), establishing private and public investment funds, and providing legal guidance to national and foreign investors on local market legal and regulatory aspects, among others. Werepresent issuers, structurers, subscribers, and investors in local projects and cross-border transactions.
For such purposes, we advise our clients in their local projects and in transactions with cross-border components, representing issuers, structurers, underwriters and investors.
Additionally, we excel in handling administrative processes before the Superintendency of the Securities Market. Our team combines technical expertise with industry experience to fully understand our clients’ needs and ensure compliance with relevant corporate and commercial responsibilities as a regulated entity.
Since our inception, we have actively participated in the securities sector, representing the first Central American issuer of publicly traded securities. Our commitment to the capital market has allowed us to participate in the drafting of securities legislation, represent the first international public issuance originating from Panama, and provide advisory services to the Panamanian Chamber of Capital Market (CAPAMEC), among other significant opportunities.
Awards & Recognitions
- "The work of Alfaro, Ferrer & Ramírez is comprehensive and of the highest quality. Their lawyers Their lawyers are always available and respond to consults on time and on target." Testimony of a client for Chambers and Partners Latin America - 2023.
- “The capital market practice of Alfaro, Ferrer & Ramírez is known for its capacity to handle transactional and regulatory matters. The team has a market focus, particularly in the real property sector, where they counsel a growing number of developers on the use of capital market structures to finance projects and acquisitions. Further, they have a significant practice in the structuring of projects and acquisitions, and in the structuring and registration of investment funds, which is ever more important in the Fintech space.” The Legal 500 – 2023.
Notable Transactions:
- Public issuance of a rotating program of five hundred thousand preferred shares of Banco Aliado, S.A. with a face value of US$50MM.
- Public issuance of a rotating program of five hundred thousand preferred shares of Grupo Aliado, S.A. with a face value of US$50MM.
- Public offering of a revolving corporate bond program by Financiera El Sol, S.A. with a face value of US$50MM, governed by Panamanian law and secured by a guarantee trust (acting as legal counsel to the issuer).
- Public issuance of a rotating program of non-accumulative subordinated corporate bonds and guaranteed corporate bonds of Star Group Investments, S.A. (Mega Storage) with a face value of US$70MM, subject to Panamanian law and guaranteed by a real estate property guarantee trust and the cash flow of the leases arising from the properties given in trust among others (acting as counsel to the issuer).
- Public issuance of corporate bonds of Los Castillos Real Estate, S.A. (Doit Center) with a face value of US$23MM, subject to Panamanian law and guaranteed by a real estate property guarantee trust and the cash flow of thee leases arising from the properties given in trust (legal counsel to the issuer).
- Public offering of up to US$10MM in Class B shares of the real estate investment trust Retail Space Holdings Corp. (acting as legal counsel to the issuer).
- Public offering of a revolving corporate bond program by Aliado Factoring, S.A. with a face value of US$150MM, governed by Panamanian law and backed by the issuer’s general credit (legal counsel for the offering).
- Public offering of corporate bonds convertible into common stock of Global Bank Corporation with a face value of US$250MM, governed by New York State law and secured by the issuer's general credit.
- Public offering of corporate bonds by Banesco, S.A. with a face value of US$100MM, governed by the laws of the State of New York and secured by the issuer’s general credit. The bonds covered by this offering are subject to a clause providing for a reduction or increase in their face value (write-down/write-up) under certain circumstances.
- Public offering of a revolving corporate bond program by Banesco, S.A. with a face value of US$50MM, governed by Panamanian law and secured by the issuer's general credit.
- Public offering of a revolving commercial paper program by Banesco, S.A. with a face value of US$50MM, governed by Panamanian law and secured by the issuer's general credit.
- Public offering of cumulative preferred shares of Banesco, S.A. with a par value of US$$40MM, governed by Panamanian law.
- Public offering of subordinated corporate bonds by Credicorp Bank, S.A. in the amount of US$$150MM, governed by Panamanian law and secured by the Issuer's general credit.
- Public offering of non-cumulative preferred shares of Credicorp Bank, S.A. with a par value of US$30MM.
- Public offering of a revolving corporate bond program by Banco Aliada, S.A., with a face value of US$100MM, governed by Panamanian law and secured by the issuer's general credit.
- Public issuance of a rotating program of corporate bonds of Inversiones Inmobiliarias Arrocha, S.A. (Grupo Arrocha) with a face value of US$100MM, subject to Panamanian law and guaranteed by a real estate property guarantee trust and the cash flow from leases arising from the properties given in trust.
- Public offering of subordinated corporate bonds by Inversiones Inmobiliarias Arrocha, S.A. (Arrocha Group) with a face value of US$50MM, governed by Panamanian law and secured by the issuer’s general credit.
- Public offering of a revolving corporate bond program by Procosta, S.A. with a face value of US$70MM, governed by Panamanian law and secured by a real estate security trust and the lease cash flows arising from the properties placed in trust.
- Public offering of up to fifty million (50,000,000) class B common shares of the investment fund Av Total Return Fund, subject to Panamanian law.
- Public offering of a revolving corporate securities program by Administradora e Inmobiliaria, S.A. with a face value of US$80MM, governed by Panamanian law and secured by a real estate guarantee trust and the lease payments arising from the properties placed in trust.
- Public offering of a revolving corporate bond program by Global Bank Corporation with a face value of US$200MM, governed by Panamanian law.
- Public offering of a revolving corporate bond program by Boulevard Holding, S.A. with a face value of US$30MM, governed by Panamanian law and secured by a real estate trust, the lease cash flows arising from the properties placed in trust, and an intercompany assignment of receivables.
- Public offering of a revolving corporate bond program by Financial Realty Services, S.A. with a face value of US$30MM, governed by Panamanian law and secured by a real estate security trust and an intercompany assignment of receivables.
- Public issuance of a rotating program of real property corporate bonds of SDS, Inc., with a face value of US$30MM, subject to Panamanian law.
Awards & Recognitions
- "The work of Alfaro, Ferrer & Ramírez is comprehensive and of the highest quality. Their lawyers Their lawyers are always available and respond to consults on time and on target." Testimony of a client for Chambers and Partners Latin America - 2023.
- “The capital market practice of Alfaro, Ferrer & Ramírez is known for its capacity to handle transactional and regulatory matters. The team has a market focus, particularly in the real property sector, where they counsel a growing number of developers on the use of capital market structures to finance projects and acquisitions. Further, they have a significant practice in the structuring of projects and acquisitions, and in the structuring and registration of investment funds, which is ever more important in the Fintech space.” The Legal 500 – 2023.
Notable Transactions:
- Public issuance of a rotating program of five hundred thousand preferred shares of Banco Aliado, S.A. with a face value of US$50MM.
- Public issuance of a rotating program of five hundred thousand preferred shares of Grupo Aliado, S.A. with a face value of US$50MM.
- Public offering of a revolving corporate bond program by Financiera El Sol, S.A. with a face value of US$50MM, governed by Panamanian law and secured by a guarantee trust (acting as legal counsel to the issuer).
- Public issuance of a rotating program of non-accumulative subordinated corporate bonds and guaranteed corporate bonds of Star Group Investments, S.A. (Mega Storage) with a face value of US$70MM, subject to Panamanian law and guaranteed by a real estate property guarantee trust and the cash flow of the leases arising from the properties given in trust among others (acting as counsel to the issuer).
- Public issuance of corporate bonds of Los Castillos Real Estate, S.A. (Doit Center) with a face value of US$23MM, subject to Panamanian law and guaranteed by a real estate property guarantee trust and the cash flow of thee leases arising from the properties given in trust (legal counsel to the issuer).
- Public offering of up to US$10MM in Class B shares of the real estate investment trust Retail Space Holdings Corp. (acting as legal counsel to the issuer).
- Public offering of a revolving corporate bond program by Aliado Factoring, S.A. with a face value of US$150MM, governed by Panamanian law and backed by the issuer’s general credit (legal counsel for the offering).
- Public offering of corporate bonds convertible into common stock of Global Bank Corporation with a face value of US$250MM, governed by New York State law and secured by the issuer's general credit.
- Public offering of corporate bonds by Banesco, S.A. with a face value of US$100MM, governed by the laws of the State of New York and secured by the issuer’s general credit. The bonds covered by this offering are subject to a clause providing for a reduction or increase in their face value (write-down/write-up) under certain circumstances.
- Public offering of a revolving corporate bond program by Banesco, S.A. with a face value of US$50MM, governed by Panamanian law and secured by the issuer's general credit.
- Public offering of a revolving commercial paper program by Banesco, S.A. with a face value of US$50MM, governed by Panamanian law and secured by the issuer's general credit.
- Public offering of cumulative preferred shares of Banesco, S.A. with a par value of US$$40MM, governed by Panamanian law.
- Public offering of subordinated corporate bonds by Credicorp Bank, S.A. in the amount of US$$150MM, governed by Panamanian law and secured by the Issuer's general credit.
- Public offering of non-cumulative preferred shares of Credicorp Bank, S.A. with a par value of US$30MM.
- Public offering of a revolving corporate bond program by Banco Aliada, S.A., with a face value of US$100MM, governed by Panamanian law and secured by the issuer's general credit.
- Public issuance of a rotating program of corporate bonds of Inversiones Inmobiliarias Arrocha, S.A. (Grupo Arrocha) with a face value of US$100MM, subject to Panamanian law and guaranteed by a real estate property guarantee trust and the cash flow from leases arising from the properties given in trust.
- Public offering of subordinated corporate bonds by Inversiones Inmobiliarias Arrocha, S.A. (Arrocha Group) with a face value of US$50MM, governed by Panamanian law and secured by the issuer’s general credit.
- Public offering of a revolving corporate bond program by Procosta, S.A. with a face value of US$70MM, governed by Panamanian law and secured by a real estate security trust and the lease cash flows arising from the properties placed in trust.
- Public offering of up to fifty million (50,000,000) class B common shares of the investment fund Av Total Return Fund, subject to Panamanian law.
- Public offering of a revolving corporate securities program by Administradora e Inmobiliaria, S.A. with a face value of US$80MM, governed by Panamanian law and secured by a real estate guarantee trust and the lease payments arising from the properties placed in trust.
- Public offering of a revolving corporate bond program by Global Bank Corporation with a face value of US$200MM, governed by Panamanian law.
- Public offering of a revolving corporate bond program by Boulevard Holding, S.A. with a face value of US$30MM, governed by Panamanian law and secured by a real estate trust, the lease cash flows arising from the properties placed in trust, and an intercompany assignment of receivables.
- Public offering of a revolving corporate bond program by Financial Realty Services, S.A. with a face value of US$30MM, governed by Panamanian law and secured by a real estate security trust and an intercompany assignment of receivables.
- Public issuance of a rotating program of real property corporate bonds of SDS, Inc., with a face value of US$30MM, subject to Panamanian law.