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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.

Acknowledgments

  • "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 issuance of a rotating program of corporate bonds of Financiera El Sol, S.A. with a face value of US$50MM, subject to Panamanian law and guaranteed 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 issuance of up to US$10MM in Class B shares of the real estate property investment corporation Retail Space Holdings Corp. (acting as legal counsel to the issuer);
  • Public issuance of a rotating program of corporate bonds of Aliado Factoring, S.A. with a face value of US$150MM, subject to Panamanian law and backed by the general credit of the issuer (legal counsel to the issuer).
  • Public issuance of corporate bonds convertible to common shares of Global Bank Corporation with a face value of US$250MM, subject to New York State law and guaranteed by the general credit of the issuer.
  • Public issuance of corporate bonds of Banesco, S.A. with a face value of US$100MM, subject to New York State law and guaranteed by the general credit of the issuer. These bonds are subject to a clause of reduction or increase in their nominal value (write down/ write-up) under certain circumstances.
  • Public issuance of a rotating program of corporate bonds of Banesco, S.A. with a face value of US$50MM, subject to Panamanian law and guaranteed by the general credit of the issuer.
  • Public issuance of a rotating program of negotiable commercial securities of Banesco, S.A. with a face value of US$50MM, subject to Panamanian law and guaranteed by the general credit of the issuer.
  • Public issuance of accumulative preferred shares of Banesco, S.A. with a face value of US$40MM, subject to Panamanian law.
  • Public issuance of subordinated corporate bonds of Credicorp Bank, S.A. for US$150MM, subject to Panamanian law and guaranteed by the general credit of the issuer.
  • Public issuance of non-accumulate preferred shares of Credicorp Bank, S.A. with a face value of US$30MM.
  • Public issuance of a rotating program of corporate bonds of Banco Aliado, S.A. with a face value of US$100MM, subject to Panamanian law and guaranteed by the general credit of the issuer.
  • 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 issuance of subordinated corporate bonds of Inversiones Inmobiliarias Arrocha, S.A. (Grupo Arrocha) with a face value of US$50MM, subject to Panamanian law and guaranteed by the general credit of the issuer.
  • Public issuance of a rotating program of corporate bonds of Procosta, S.A. with a face value of US$70MM, subject to Panamanian law and guaranteed by a real estate property trust and the cash flows arising from the leases of the properties given in trust.
  • Public issuance 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 rotating program of corporate securities of Administradora e Inmobiliaria, S.A. with a face value of US$80MM, subject to Panamanian law and guaranteed by a real estate property guarantee trust and the cash flows from leases arising from the properties given in trust.
  • Public issuance of a rotating program of corporate bonds of Global Bank Corporation with a face value of US$200MM, subject to Panamanian law.
  • Public issuance of a rotating program of corporate bonds of Boulevard Holding, S.A. with a face value of US$30MM, 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 and an intercompany assignment of credit.
  • Public issuance of a rotating program of corporate bonds of Financial Realty Services, S.A. with a face value of US$30MM, subject to Panamanian law and guaranteed by a real property guarantee trust and an assignment of intercompany credit; and
  • 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.

Team

Partner

María Alejandra Cargiulo Velarde

Partner

Roberto F. Harrington A.

Partner

Luis R. López Alfaro

Partner

Alfredo Ramírez Jr.

Associate

Ana Raquel Sedda R.