Date: 28 Jul 2020
Morgan & Morgan represented Panamanian company Electron Investment, S.A. (the “Issuer”) in the public offering of corporate bonds for a sum of up to US$ 205,000,000 (the “Bonds”) in relation to Pando and Monte Lirio, two hydropower generating facilities that it owns and operates. For purposes of the public offering, Electron Investment, S.A. registered the Bonds with the Superintendence of the Securities Market of Panama under an abbreviated registration procedure for recurring registered issuers pursuant to Agreement 1-2019. The Bonds were successfully offered through Panama Stock Exchange, S.A. and were acquired by a group of institutional investors led by Banco General. The Issuer used the funds derived from the sale of the Bonds mainly to cancel the Series A of the corporate bonds issued under a public offering of bonds which is registered with the Superintendence of the Securities Market under Resolution No. SMV-407-15 of June 30, 2015 (the “2015 Bonds”), and to cancel a subordinated loan with Banco General.
The Issuer’s obligations derived from the Bonds are guaranteed by a guaranty trust (the “Trust”) that was constituted in 2015 by the Issuer and BG Trust, Inc., the latter in its capacity as trustee, to guarantee the Issuer’s obligations arising from the 2015 Bonds, and which was modified on May 14, 2020 pursuant to the approval of a super majority of the holders of said bonds. Such amendment was registered before the Superintendence of the Securities Market under Resolution No. SMV-212-20 of May 15, 2020, mainly for the purpose of establishing that, once the obligations arising from the 2015 Bonds have been canceled, the Trust will continue to be in full force so as to guarantee the Issuer’s obligations under the Bonds. The assets of the Trust consist mainly of revenue flows that the Issuer is entitled to receive pursuant to energy and/or power purchase agreements and transactions in the spot market. A pledge over the issued shares of the Issuer and mortgages on both movable and immovable property owned by the Issuer and related to the hydropower facilities have also been created in favor of the trustee.
Partners Ramon Varela and Ricardo Arias, senior associate Ana Carolina Castillo and international associate Miguel Arias M., participated in this transaction.