Capital market
We are one of the most experienced and best-managed law firms in the capital markets sector in Panama. We advise private and public companies from various industries that need to meet their capitalization needs through the issuance of equity or debt instruments. We have a prominent practice advising on the structuring of local and international issuances for major players in various industries, such as investment funds, consumer finance companies, regional banks, and multilateral organizations.
With a pragmatic approach, our capital markets team offers timely solutions to complex situations. We assist clients across the full spectrum of capital markets services, including, but not limited to, obtaining various individual and corporate licenses for local industry participants, structuring and registering public offerings of fixed-income and equity securities (including sustainable issuances), establishing private and public investment funds, and advising domestic and foreign investors on the legal and regulatory aspects of the local market, among others.
To this end, we advise our clients on their local projects and cross-border transactions, representing issuers, structurers, underwriters, and investors alike.
Additionally, we have recognized experience in handling administrative proceedings before the Superintendency of the Securities Market. Our team offers technical knowledge and industry experience to understand our clients' needs so that they can fully comply with all relevant corporate and commercial responsibilities as a regulated entity.
We have been involved in the securities sector since its inception, pioneering the industry by representing the first Central American public offering issuer. Our commitment to the capital markets has allowed us to participate in the drafting of the securities law, represent the first international public offering made from Panama, and provide advisory services to the Panamanian Capital Market Chamber (CAPAMEC), among many other opportunities.
Acknowledgments
- «Alfaro, Ferrer & Ramírez's work is very comprehensive and of high quality. Their lawyers are always available and respond to inquiries in a timely manner.» Client testimonial for Chambers and Partners Latin America – 2023.
- Alfaro, Ferrer & Ramírez's capital markets practice is recognized for its ability to handle both transactional and regulatory matters. The team has a strong focus on debt offerings, particularly in the real estate sector, where it advises a growing number of developers on the use of capital markets structures to finance projects and acquisitions. In addition, it has a significant practice in the structuring and registration of investment funds, and is increasingly prominent in the Fintech space. The Legal 500 – 2023.
Featured Transactions
- Public issuance of a revolving program of 500,000 preferred shares of Banco Aliado, S.A. with a nominal value of US$50MM.
- Public issuance of a revolving program of 500,000 preferred shares of Grupo Aliado, S.A. with a nominal value of US$50MM.
- Public offering of a revolving corporate bond program by Financiera El Sol, S.A. with a nominal value of US$50MM, subject to Panamanian law and secured by a guarantee trust (acting as legal counsel to the issuer).
- Public issuance of a revolving program of secured corporate bonds and non-cumulative subordinated corporate bonds by Star Group Investments, S.A. (Mega Storage) for a nominal value of US$70MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the cash flow from leases derived from the properties placed in trust, among others (acting as legal counsel to the issuer).
- Public issuance of corporate bonds by Los Castillos Real Estate, S.A. (Doit Center) with a nominal value of US$23MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the lease cash flows arising from the properties placed in trust (legal advisor to the issuance).
- Public offering of up to US$10MM in Class B shares of the real estate investment company Retail Space Holdings Corp. (acting as legal counsel to the issuer).
- Public issuance of a revolving corporate bond program by Aliado Factoring, S.A. with a nominal value of US$150MM, subject to Panamanian law and backed by the general credit of the issuer (legal counsel for the issuance).
- Public issuance of corporate bonds convertible into common shares of Global Bank Corporation with a par value of US$250MM, subject to the laws of the State of New York and backed by the general credit of the issuer.
- Public issuance of corporate bonds by Banesco, S.A. with a nominal value of US$100MM, governed by the law of the State of New York and backed by the general credit of the issuer. The bonds issued under this offering are subject to a write-down or write-up clause of their nominal value under certain circumstances.
- Public offering of a revolving corporate bond program by Banesco, S.A. with a nominal value of US$50MM, governed by Panamanian law and backed by the general credit of the issuer.
- Public issuance of a revolving commercial paper program by Banesco, S.A. with a nominal value of US$50MM, subject to Panamanian law and backed by the issuer's general credit.
- Public offering of cumulative preferred stock of Banesco, S.A. with a nominal value of US$40MM, subject to Panamanian law.
- Public issuance of subordinated corporate bonds by Credicorp Bank, S.A. for US$150MM, governed by Panamanian law and backed by the Issuer's general credit.
- Public offering of non-cumulative preferred shares of Credicorp Bank, S.A. with a nominal value of US$30MM.
- Public issuance of a revolving corporate bond program by Banco Aliado, S.A. for a nominal value of US$100MM, subject to Panamanian law and backed by the general credit of the issuer.
- Public issuance of a revolving corporate bond program by Inversiones Inmobiliarias Arrocha, S.A. (Grupo Arrocha) with a nominal value of US$100MM, subject to Panamanian law and secured by a real estate collateral trust and the lease cash flows derived from the properties placed in trust.
- Public issuance of subordinated corporate bonds by Inversiones Inmobiliarias Arrocha, S.A. (Grupo Arrocha) with a nominal value of US$50MM, subject to Panamanian law and backed by the general credit of the issuer.
- Public issuance of a rolling corporate bond program by Procosta, S.A. with a nominal value of US$70MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the lease 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 issuance of a revolving corporate bond program by Administradora e Inmobiliaria, S.A. for a nominal value of US$80MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the lease flows stemming from the properties placed in trust.
- Public issuance of a rotating corporate bond program by Global Bank Corporation for a nominal value of US$200MM, subject to Panamanian law.
- Public issuance of a revolving corporate bond program by Boulevard Holding, S.A. with a nominal value of US$30MM, subject to Panamanian law and guaranteed by a real estate collateral trust, lease flows derived from the properties placed in trust, and an intercompany credit assignment.
- Public issuance of a revolving corporate bond program by Financial Realty Services, S.A. with a nominal value of US$30MM, subject to Panamanian law and backed by a real estate collateral trust and an intercompany credit assignment.
- Public offering of a revolving corporate bond program by Inmobiliaria SDS, Inc., with a nominal value of US$30MM, subject to Panamanian law.
Acknowledgments
- «Alfaro, Ferrer & Ramírez's work is very comprehensive and of high quality. Their lawyers are always available and respond to inquiries in a timely manner.» Client testimonial for Chambers and Partners Latin America – 2023.
- Alfaro, Ferrer & Ramírez's capital markets practice is recognized for its ability to handle both transactional and regulatory matters. The team has a strong focus on debt offerings, particularly in the real estate sector, where it advises a growing number of developers on the use of capital markets structures to finance projects and acquisitions. In addition, it has a significant practice in the structuring and registration of investment funds, and is increasingly prominent in the Fintech space. The Legal 500 – 2023.
Featured Transactions
- Public issuance of a revolving program of 500,000 preferred shares of Banco Aliado, S.A. with a nominal value of US$50MM.
- Public issuance of a revolving program of 500,000 preferred shares of Grupo Aliado, S.A. with a nominal value of US$50MM.
- Public offering of a revolving corporate bond program by Financiera El Sol, S.A. with a nominal value of US$50MM, subject to Panamanian law and secured by a guarantee trust (acting as legal counsel to the issuer).
- Public issuance of a revolving program of secured corporate bonds and non-cumulative subordinated corporate bonds by Star Group Investments, S.A. (Mega Storage) for a nominal value of US$70MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the cash flow from leases derived from the properties placed in trust, among others (acting as legal counsel to the issuer).
- Public issuance of corporate bonds by Los Castillos Real Estate, S.A. (Doit Center) with a nominal value of US$23MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the lease cash flows arising from the properties placed in trust (legal advisor to the issuance).
- Public offering of up to US$10MM in Class B shares of the real estate investment company Retail Space Holdings Corp. (acting as legal counsel to the issuer).
- Public issuance of a revolving corporate bond program by Aliado Factoring, S.A. with a nominal value of US$150MM, subject to Panamanian law and backed by the general credit of the issuer (legal counsel for the issuance).
- Public issuance of corporate bonds convertible into common shares of Global Bank Corporation with a par value of US$250MM, subject to the laws of the State of New York and backed by the general credit of the issuer.
- Public issuance of corporate bonds by Banesco, S.A. with a nominal value of US$100MM, governed by the law of the State of New York and backed by the general credit of the issuer. The bonds issued under this offering are subject to a write-down or write-up clause of their nominal value under certain circumstances.
- Public offering of a revolving corporate bond program by Banesco, S.A. with a nominal value of US$50MM, governed by Panamanian law and backed by the general credit of the issuer.
- Public issuance of a revolving commercial paper program by Banesco, S.A. with a nominal value of US$50MM, subject to Panamanian law and backed by the issuer's general credit.
- Public offering of cumulative preferred stock of Banesco, S.A. with a nominal value of US$40MM, subject to Panamanian law.
- Public issuance of subordinated corporate bonds by Credicorp Bank, S.A. for US$150MM, governed by Panamanian law and backed by the Issuer's general credit.
- Public offering of non-cumulative preferred shares of Credicorp Bank, S.A. with a nominal value of US$30MM.
- Public issuance of a revolving corporate bond program by Banco Aliado, S.A. for a nominal value of US$100MM, subject to Panamanian law and backed by the general credit of the issuer.
- Public issuance of a revolving corporate bond program by Inversiones Inmobiliarias Arrocha, S.A. (Grupo Arrocha) with a nominal value of US$100MM, subject to Panamanian law and secured by a real estate collateral trust and the lease cash flows derived from the properties placed in trust.
- Public issuance of subordinated corporate bonds by Inversiones Inmobiliarias Arrocha, S.A. (Grupo Arrocha) with a nominal value of US$50MM, subject to Panamanian law and backed by the general credit of the issuer.
- Public issuance of a rolling corporate bond program by Procosta, S.A. with a nominal value of US$70MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the lease 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 issuance of a revolving corporate bond program by Administradora e Inmobiliaria, S.A. for a nominal value of US$80MM, subject to Panamanian law and guaranteed by a real estate collateral trust and the lease flows stemming from the properties placed in trust.
- Public issuance of a rotating corporate bond program by Global Bank Corporation for a nominal value of US$200MM, subject to Panamanian law.
- Public issuance of a revolving corporate bond program by Boulevard Holding, S.A. with a nominal value of US$30MM, subject to Panamanian law and guaranteed by a real estate collateral trust, lease flows derived from the properties placed in trust, and an intercompany credit assignment.
- Public issuance of a revolving corporate bond program by Financial Realty Services, S.A. with a nominal value of US$30MM, subject to Panamanian law and backed by a real estate collateral trust and an intercompany credit assignment.
- Public offering of a revolving corporate bond program by Inmobiliaria SDS, Inc., with a nominal value of US$30MM, subject to Panamanian law.