Alemán, Cordero, Galindo & Lee

Managing Partner: Arturo Gerbaud

Contact Partner: Patricia Cordero and Rita de la Guardia

Number of partners worldwide: 14

Number of other lawyers worldwide: 29

Languages: Spanish, English, French

Firm Overview:

Alemán, Cordero, Galindo & Lee (Alcogal) was established in 1985 and is one of Panama’s leading law firms. Alcogal is a full-service law firm with a dedicated team of attorneys focused on providing timely and efficient advice across all industries. Alcogal is particularly strong in the banking, finance, corporate M&A, and dispute resolution areas as well as in the representation of large corporations doing business in Panama. In its local practice, the banking department is one of the firm’s main areas of strength. It provides services to most of the large banks established in the country and also represents several foreign banks in its credit facilities to local or foreign entities. The firm also provides legal advice to a large number of companies from various industries, ranging from the largest telecommunication company in the country to companies engaged in port activities, software development, transportation (airlines, railroad and shipping), electric distribution, construction, manufacturing, petroleum distribution, pharmaceutical distribution, retail sales, among others.

Alcogal is also very experienced in dealing with international clients. It has handled many complex and cross-border financial transactions as well as large scale M&A transactions and public tenders.

The offshore practice is supported by offices in the British Virgin Islands, Belize, the Bahamas, Uruguay, and also by a strong network of correspondents throughout Europe, Asia, the US, and Latin America.

The firm’s success has been evidenced by its distinction as:

Panama Law Firm of the Year 2011, 2013, 2015, 2017, and 2018, Chambers and Partners

Central American Law Firm of the Year 2007 (this was the only year in which Panama was included as part of Central America for the purposes of this award), Chambers and Partners

Panama Law Firm of the Year 2014, 2015, 2017, and 2021. Most Innovative Law Firm for Capital Markets, 2019, International Financial Law Review (IFLR)

Main Areas of Practice:

Banking, Finance & Capital Markets:

The firm handles a large variety of banking and finance matters, including the drafting of loan agreements, international securities transactions, initial public offerings and tender offers, and is generally considered to be the leading banking firm in the country.

Representative Transactions:

■ Advised Cable & Wireless Panamá S.A., as well as its shareholder and operating partner Liberty Latin America, in connection with the proposed acquisition of Claro Panamá, owned by the América Móvil group. The transaction is subject to customary closing approvals and is expected to close in Q1 2022.

■Assisted the initial purchasers in connection with the US$380 million bond issuance by San Miguel Industrias PET S.A. and NG PET R&P Latin America S.A.

■ Advised initial purchasers in a US$1.85 million bond offering by Aeropuerto Internacional de Tocumen.

■ Acted as Panamanian counsel to Elektra Noreste, S.A., (ENSA) in connection with its 4(a)(2) US$100 million corporate bonds issuance.

■ Advised Sumitomo Mitsui Banking Corporation, Citigroup Global Markets and JP Morgan Chase Bank, N.A., as arranger, as well as the creditors, on a loan to Global Bank Corporation for US$200 million.

■ Acted as Panamanian counsel to the initial purchasers, Bank of America, J.P. Morgan and Goldman Sachs & Co. LLC, in connection with a 144A/Reg S bond issuance of Banco General, S.A., of US$400 million issuance mainly to strengthen Banco General, S.A.’s Primary Capital (Capital Primario, as defined by the Superintendency of Banks of Panama). The issuance was structured as a 144A/Reg S offering and is registered with the Superintendence of Capital markets of Panama and was placed through the Panama Stock Exchange.

■ Advised Banistmo S.A. and The Bank of Nova Scotia in connection with a US$400 million credit facility granted to the Republic of Panama.

■ Advised Banco Nacional de Panamá in connection with its US$1 billion Rule 144A / Regulation S bond issuance. This transaction is the first international bond issuance in the international capital markets of Banco Nacional de Panamá since its creation and represents the largest securities issuance that any Panamanian financial institution has made. This bond issuance also features the lowest-ever interest rate (2.5%) to be obtained by a Panamanian bank.

■ Advised Gas Natural Atlántico and Costa Norte LNG Terminal in connection with a bridge loan of US$610 million in order to refinance the 2016 project construction facility.

■ Assisted Imperia Intercontinental Inc. in connection with a $100 million credit and guarantee agreement entered into with Bladex and JP Morgan Chase, as lead arrangers, and the lenders thereto in order to finance the acquisition by Imperia of Scotiabank’s operations in El Salvador.

■ Acted as Panamanian counsel to Global Bank Corporation in connection with a 144A/Reg Bond Issuance of $300 million and a tender offer of US$230 million.

■ Acted as Panamanian counsel to the Initial Purchasers in connection with the first 144A/Reg Bond Issuance of Empresa de Transmision Electrica, S.A. (ETESA) of $500 million.

■ Advised BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as the Dealer Managers of the exchange offer of Avianca Holdings, S.A. previously issued US$550 million 8.375% Senior Notes due 2020 for newly issued US$550 million 8.375% Senior Secured Notes Due 2020. Wilmington Savings Fund Society, FSB, acted as indenture trustee and collateral trustee, Citibank, N.A. acted as transfer agent, registrar and principal paying agent, and Cititrust Colombia S.A., Sociedad Fiduciaria, acted as Colombian collateral agent.

Corporate & M&A:

The firm advises clients on selecting the best alternative to meet their particular needs, taking into consideration tax, regulatory, liability and confidentiality matters. It provides counsel to clients on the reorganisation and restructuring of their operations, and in the drafting of articles of incorporations and bylaws.

Representative Transactions:

■ Advised a first-tier Latin American financial group, Grupo Aval, in connection with its acquisition of Multibank Financial Corp.

■ Advised Banco Panamá in connection with its acquisition by Banco Aliado by way of a merger between Grupo Centenario de Inversiones, the owner of 100% of the shares of Banco Panama, with Allied Pacific, a subsidiary of Banco Aliado, with Allied Pacific being the resulting entity.

■ Advised Partners Group in its acquisition of a 50% stake in EnfraGen LLC.

■ Advised Banca de Inversión Bancolombia (BIB) in the sale of the Soho Project, for US$350 million. The Soho project is the largest high-end luxury commercial real estate project in Panama. This is a unique transaction as it results from sanctions imposed by the Office of Foreign Assets Control (OFAC) of the Department of the Treasury on the Waked Group, which previously owned this project. The shares of the entity that owned the Soho Project were placed in trust with the Banco Nacional de Panamá with the purpose of selling the project for the benefit of its creditors. It is the first transaction of its kind in Panama and perhaps the most expensive real estate transaction ever in Panama.

Energy & Natural Resources:

The firm is actively involved in the energy field, advising one of the two power distribution companies in Panama, as well as important oil companies and power generators, in legal and regulatory matters. With respect to natural resources, Alcogal has been involved in the largest transactions in the country, including several in the mining sector.

Representative Transactions:

■ Advised First Quantum Minerals Ltd., as local counsel, in its US$5.1b acquisition of Inmet Mining Corp., which owns Minera Panama, SA, which has a concession for one of the largest copper mine development projects in Latin America

■ Represented Grande Investment Corp. in the negotiation for the acquisition of a controlling interest of Petroamérica Terminal S.A. (PATSA) by VTTI B.V. The firm collaborated with the review, negotiation, and closing of the Stock Purchase Agreement, Shareholder’s Agreement, and other transactional documents

Public Tenders & Concession Contracts:

From port facilities and tolls roads to the Panama Canal Expansion Project, Alcogal has been involved in every critical step of its clients’ participation in many of Panama’s largest public tenders and the negotiation of multiple major concession contracts.

Representative Transactions:

■ Advised Grupo Unidos por el Canal, SA in its US$31b successful bid to design and build the Third Set of Locks project of the Panama Canal Expansion Project

■ Advised Ingenieros Civiles Asociados, SA de CV (ICA) in its bid to build the Panamanian government’s new flagship convention centre

Litigation & Arbitration:

The firm provides excellent advice and assistance on a wide range of matters before national courts and other forums of dispute resolution. The firm’s litigators have also represented clients in arbitration hearings in the United States and Europe, and have acted as expert witnesses on issues related to Panamanian law in various courts around the world.

Representative Transactions:

■ Represented Grupo Unido por el Canal (GUPC) the Contractor for the design and construction of the Third Set of Locks of the Panama Canal, in connection with the referral of claims to a Dispute Adjudication Board (‘DAB’) composed of international construction law and engineering experts. The claim refers to unforeseen properties of the basalt on the Pacific Locks excavation rendering impracticable to be used as aggregate for concrete and to the rejection by the employer of the concrete mix designs which caused a delay in the project. The firm’s client prevailed with an award of US$236m

Real Estate:

Alcogal represents international and domestic clients in the country’s largest and most high-profile real estate transactions. The firm participated in one of the most prolific real estate booms in recent history, and continues to advise clients from every major industry in efficiently and effectively handling ‘bet-the-company’ transactions.

Infrastructure:

Alcogal represents industry leaders and world-renowned companies, including both owners and builders, in all types of construction and infrastructure-development projects. The firm advises international and domestic private clients in all aspects of this field, including: tendering and public procurement, joint venture and corporate structures, contract law (including advise under FIDIC and AIA contract forms) and surety law.

Offshore Services:

Alcogal offers multi-jurisdictional, tailor-made solutions for its global clientele of corporations, private banks, family offices, private equity, hedge funds and trustees.

Others:

Alcogal also offers its clients top-tier legal advice in matters related to antitrust, environmental law, immigration, intellectual property, international trade, labour, maritime and port facilities, telecommunications, trusts and estate planning, among many others.

Clients:

The firm’s main international clients include Citibank; Banistmo; Scotiabank; Kraft Foods; The Shell Company; Cable & Wireless; Mitsui; Pfizer; Siemens AG; Cisco Systems.; Evergreen International; Grupo Taca; Grupo Lafise; Bacardi Latinoamerica; Panama Canal Railway Company; Kansas City Southern Industries; Unilever de Centro América; Mi-Jack Products; Petróleos Delta; Constructora Urbana; Organización Cisneros; Elektra Noreste; Empresas Pública de Medellín; Copa Airlines; Grupo Carso; London & Regional; Julius Baer; Grupo Unidos por el Canal; Procter and Gamble; First Quantum Minerals; Celsia; Nestle; Estee Lauder; AES; UBS AG; Banco General, S.A.; BAC International Bank Inc.; Banco Santander, S.A., among many others.