Since its founding, banking has been at the core of FABREGA, MOLINO & MULINO´s practice. The firm clients include some of the largest Banks operating in the Republic of Panama and in previous years the firm also had the opportunity to serve international banking institutions that no longer operate in our country.
The firm has a vast experience advising banking clients in connection with a wide range of financial transactions. FABREGA, MOLINO & MULINO keeps up to date with the new banking sector regulations to advise clients on the contents and applicability of such rules, and so as to ensure that with the drafting of the contracts and with their legal opinions they are protecting their clients rights.
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RELEVANT TRANSACTIONS
- Fabrega, Molino & Mulino, prepared legal, corporate and administrative documents in order to constitute, organize and operate PRIVAL BANK; to obtain the corresponding government authorizations before the Superintendency of Banks so as to acquire the general banking license and draw up its legal documents, by-laws and agreements.
- Legal advisors of Metrobank, S.A., a local bank, for the acquisition of a group of financial companies. We negotiated the terms and conditions of these agreements; carried out the corresponding legal due diligence of the company to be purchased; took care of the legal work to take over the operation and are having the representation of the bank before the authorities to obtain the corresponding government authorizations before the Superintendency of Banks.
- Legal advisors of the US multinational, General Electric Capital Corporation (GE Group) to acquire the operations of the Banco Colpatria in Panama, bank of Colombian capital operating in Panama with an international license. This entailed to prepare all the documentation, its presentation and procedure for authorization before the Superintendency of Banks in Panama.
- Fabrega, Molino & Mulino acted as the Escrow Agent in the main financial transactions in the history of Panama when the British Bank HSBC, one of the biggest organizations regarding banking and financial services, through a Tender Offer acquired 100% of the shares of the Grupo Banistmo offering a price per share of US$52.63, which is equivalent to a total price of B7.1,770 millions. HSBC places itself by this acquisition, as the main bank of the region, having more that 170 branches in Colombia, Costa Rica, Honduras, Nicaragua, El Salvador, Bahamas and Panama. Our firm participated in such purchase acting as escrow agents of the agreement by which a group of shareholders representing 65% of the shares of Grupo Banistmo, S.A. guaranteed HSBC their acceptance to the launched tender offer, which allowed us to be active members of the takeover bid.
- Hired by the Panama Banking Association to prepare a bill on restructuration of corporations facing financial difficulties.
- Legal advisors of the U.S. multinational, General Electric Capital Corporation for the acquisition of the Banco Mercantil de Honduras through the Panamanian subsidiary of BAC International Bank. This entailed the preparation of documents, their presentation and carry out all the formalities needed to obtain the authorization before the Superintendency of Banks of Panama.
- Legal advisors during the financing and recent acquisition of the PanAm energy plant. As such FMM prepared all the legal banking documentation related to said financial transaction.
- Legal Advisors in the financing and expansion of the Bahia Las Minas energy plant. FMM acted as legal advisor of one of the participant banks of such transaction, revising all legal documentation.
- Legal advisors to BIPAN HOLDING Corp., owner of the shares of BANCO INTERNACIONAL DE PANAMA, S.A. (BIPAN), to prepare all the documentation to merge such corporation with GRUPO FINANCIERO CONTINENTAL, S.A. owner of the shares of BANCO CONTINENTAL S.A. We also took care of the authorizations formalities before the National Securities Commission and the Superintendency of Banks for them to approve the transaction. This merger was a unique experience in Panama as it envisaged the purchase of shares from those shareholders of the merged corporation who did not wish to be shareholders of the surviving corporation as in the aforementioned transactions. All the legal documentation had to be prepared and the corresponding procedures had to be carried out before the National Securities Commission and the Superintendency of Banks. Concerning the National Securities Commission, as the purchase of shares to the dissident shareholders was an original experience, FMM had to make representations and provide legal support before the National Securities Commission to substantiate that there was no need for a tender offer in order to repurchase such shares.
- Sale of assets and liabilities of various branches of Citibank, N.A., Panama Branch, as well as the sale of its portfolio of mortgage loans and part of its deposits in favor of other local banks. Both processes had several phases, such as an invitation to the participants, entering into confidentiality agreements, sending of information regarding assets and liabilities for sale, presentation of non binding proposals, choosing the most favorable proposal, negotiation and signature of the sales agreement which entails procedures for the transfer of the respective assets. One of our nowadays partners, in her capacity as Director of the Legal Department of Citibank when the transaction was executed, was in charge of the entire structuration of the operation and procedures of approval before the Superintendency of Banks. Coincidentally, FMM also represented CREDICORP BANK, S.A. to acquire the assets and the portfolio of Citibank in the Chiriqui province; for which it had to revise and negotiate the terms and conditions of the assets sales agreement.
- Legal advisors to the Banco Nacional de Comercio Exterior de Mexico (BANCOMEXT) in handling the collection of doubtful credits.
- FMM prepared all legal documents and carried out the respective procedures before the Superintendency of Banks, the Ministry of Economy and Finance and the Public Registry so as to sale THE CHASE MANHATTAN BANK (in Panama) assets and liabilities to the HSBC BANK USA and the closure of its operations in our country.
- FMM handled the negotiations, prepared agreements and coordinated legal procedures for the selling of all shares of BANCO CONFEDERADO DE AMERICA LATINA, S.A. (COLABANCO) to GLOBAL BANK CORPORATION (current client) and its approval by the Superintendency of Banks.
- Prepare and handle all the legal documentation related to the merger of The Chase Manhattan Bank, N.A. and Chemical Bank for its transformation into THE CHASE MANHATTAN BANK, where related to its implementation in Panama before the Superintendency of Banks, the Public Registry and authorities of the Ministry of Commerce and Industry, Ministry of Economy and Finance and several municipalities where the bank carried out its operations; including in addition, the respective procedures to sale THE CHASE MANHATTAN BANK (in Panama) assets and liabilities to the HSBC BANK USA and the closure of its operations in our country.
- Lawyers of THE CHASE MANHATTAN BANK for more than forty years until same sold its assets to the HSBC BANK (USA) of United States. While we were the Chase's lawyers we prepared and handled all legal documentation related to the merger process between THE CHASE MANHATTAN BANK,N.A. and CHEMICAL BANK for its transformation into THE CHASE MANHATTAN BANK concerning its implementation in Panama before the Superintendency of Banks, the Public Registry and authorities of the Ministry of Commerce and Industry, the Ministry of Economy and Finance and several municipalities where the bank carried out its operations.
- Legal advisors of Citibank, N.A., - Panama Branch, who act as a trustee for the acquisition of a local insurance company by a Venezuelan group.
- Legal advisor of Citibank, N.A. - Panama Branch, for the syndicate financing of a thermo energy project plant. We negotiated and prepare the credit agreement and guarantees and carried out the corresponding legal due diligence.
- We have acted as special Panamanian counsel to Citibank, N.A. Panama Branch Panama who act as Trustee under a purchase agreement among Panama Canal Railway Company (PCRC) and Morgan Stanley & Co. Incorporated in connection with the issuance by PCRC of senior secured notes up to the maximum principal amount of US$100,000,000.00.