Capital Markets

Panama: A Regional Hub for Securities Markets

Thanks to its strategic location and strong legal framework, Panama has become an attractive platform for securities issuance and trading in Latin America. The Superintendence of the Securities Market (SMV) and the Latin American Stock Exchange (Latinex) offer legal and operational security to issuers and investors.

In this context, Quijano & Associates provides expert legal guidance for capital market operations, from structuring to execution, ensuring compliance with local and international regulations.

Capital Markets Legal Services

The firm offers a comprehensive suite of legal services in this area, including:

• Legal structuring of bond, equity, and convertible note offerings
• Registration of issuers and securities with the SMV
• Drafting of trust and placement agreements
• Ongoing legal review and regulatory compliance
• Due diligence of issuers and projects

These services are closely coordinated with the firm’s Banking & Finance, Mergers & Acquisitions, and Regulatory Compliance teams.

Institutional and Multinational Clients

Quijano & Associates advises:

• Local and international companies seeking financing in Panama’s capital markets
• Investment banks and brokerage firms structuring public offerings
• Institutional investors acquiring regulated securities

With a focus on risk mitigation and transparency, the legal team ensures each operation is financially sound and legally robust.

Representative Transactions:

• We advised an international investment fund for the structuring and registration of 500 million shares with the Superintendence of the Securities Market, and subsequent listing on the Panama Stock Exchange, being the second largest venture capital investment company in the Republic.
• We advised a leading Ecuadorian company in the fishing sector, with more than 70 years of operations, in the registration of its common shares with the Superintendency of the Securities Market, and subsequent listing on the Panama Stock Exchange.
• Legal Advisors to BDA Blue Bonds Trust in the first issuance of Panama Blue Bonds for up to US$50 million.
• Legal advice in the issuance of commercial marketable securities for US$75 million by one of the main international banks operating in the Republic of Panama.
• In a transaction of more than US$ 32 million dollars, and in full compliance with the Superintendency of the Securities Market of the Republic of Panama, we provided legal advice to the fund that acquired the company that owns the newest shopping center located in the most prestigious commercial district of Panama. The acquired company is an issuer of corporate bonds (Series A and B) whose issuance is regulated by the Superintendence of the Securities Market of Panama, so prior notifications had to be made to all bondholders and the regulatory body. In addition, the acquired company has more than 40 lease agreements in force with some of the commercial premises within the shopping center.
• Legal advisors for the issuance of Corporate Bonds of Inmobiliaria Cervelló, S.A., an entity that is part of the RIBA SMITH business group, for up to US$84.5 million dollars in two series, a Senior Secured Series and a Subordinated Series, and its registration with the Superintendency of the Securities Market and its listing in the Panama Stock Exchange.
• Legal advice in the issuance of a corporate revolving bond program by INMOBILIARIA CERVELLO, S.A., a leading supermarket chain in Panama.   In addition, we assisted in the registration of the prospectus with the Superintendency of the Securities Market and the due listing of the securities in the Panama Stock Exchange. - US $ 100 million
• Legal advice to PRIVAL BANK, S.A. as Structuring and Placement Agent in the issuance of a revolving corporate bond program by Empresa de Transmisión Eléctrica, S.A. (ETESA), a company 100% owned by the Panamanian government, which has the legal monopoly of electricity transmission services within the country; also, additional assistance with the registration of the prospectus with the Superintendency of the Securities Market, and the listing of the securities in the Panama Stock Exchange. - US$300 million
• Legal advice to PRIVAL BANK, S.A. as Structuring and Placement Agent in the issuance of a corporate revolving bond program for up to US$50 million by FINANCIERA EL SOL, S.A., plus additional assistance with the registration of the prospectus with the Superintendency of the Securities Market and listing of the securities in the Panama Stock Exchange.  - US$50 million
• Legal advice to UNICORP TOWER PLAZA, S.A. to obtain the authorization of the Superintendency of the Securities Market for the registration of an amended prospectus related to the bonds offered by the company.
• We provided legal advice in the registration of the private equity fund INSIGNEO PRIVATE VENTURES FUND with the Superintendency of the Securities Market of Panama and its subsequent public offering on the Panama Stock Exchange.
• Our role ranged from preparing the initial application, assisting in the preparation of the prospectus, drafting documents and everything related to the registration and post-listing of the investment company.
• Legal advice on the issuance of commercial marketable securities by Mercantil Banco, a leading bank in the Panamanian banking industry, accompanying the registration of the prospectus with the Superintendency of the Securities Market and the listing of the securities on the Panama Stock Exchange.  - US$75 million
• Legal assistance in the registration of INEPACA's common shares with the Superintendency of the Securities Market.  INEPACA is a leading Ecuadorian company in the tuna fishing, processing and export sector in Ecuador and Colombia, with more than 70 years in the industry. 
• Legal assistance in the registration of RI FONDO INVERSIÓN, S.A. - a real estate investment fund with the Superintendency of the Securities Market and subsequent listing on the Panama Stock Exchange.   RI FONDO INVERSIÓN, S.A. is part of RI GROUP PANAMA, a business consortium with more than 12 years of experience in the development of different types of real estate and investment projects. 
• Legal assistance in the registration of the common shares of OYSTER INVESTMENT CORP. with the Superintendency of the Securities Market.  This company is a shareholder of an important mining group in Ecuador. 
• We advised the client in the registration of the private equity fund Insigneo Private Ventures Fund with the Superintendency of the Securities Market and its subsequent public offering on the Panama Stock Exchange, for a value of USD 500 million.
• Our role ranged from preparing the initial application, assisting in the preparation of the prospectus, drafting documents and everything related to the registration and post-listing of the investment company.
• We assist the client in the registration and issuance of corporate revolving bonds with the Superintendency of the Securities Market and the listing of these bonds in the Panama Stock Exchange.
• This issue was registered for the purpose of repaying the issuer's debt and completing the construction of a shopping mall and transportation terminal: Federal Mall. - US$180 million
• In addition, we assisted in (i) the placement of the Series A and Series B for USD13 million and USD120 million, respectively; and (ii) the preparation and registration of the security documents.
• We advised the client in the registration with the Superintendency of the Securities Market and the listing of the bonds in the Panama Stock Exchange of a new class of real estate investment trust - Class G for 115,000 common shares for a value of USD 115 million.
• The proceeds from the placement of the Class "G" Common Shares will be used exclusively for investment in the development and construction of the public tourist accommodation project called "Punta Bocas Luxury Resort and Hotel", located in the District of Changuinola, Province of Bocas del Toro with a total value of approximately USD 216 million.
• These joint actions have already been recognized by the Panamanian Tax Authority as eligible for tax incentives for the promotion of tourism in the Republic of Panama's countryside.
• We assisted the client with the registration with the Superintendency of the Securities Market and the listing of the bonds on the Panama Stock Exchange of a new class of real estate investment trust - Class C for 100,000 common shares for a value of USD 100 million.
• The proceeds from the placement of the Class "C" Common Shares will be used exclusively for investment in the development and construction of the "Punta Bocas Luxury Resort and Hotel" public tourism lodging project, located in the District of Changuinola, Province of Bocas del Toro, with a total value of approximately USD 216 million.

These joint actions have already been recognized by the Panamanian Tax Authority as eligible for tax incentives for the promotion of rural tourism in the Republic of Panama.

• Assistance to the client with the registration and issuance of tourist bonds with the Superintendency of the Securities Market and the listing of the bonds on the Panama Stock Exchange.

Significance: The proceeds of this issuance will be used in the construction and development of a luxury beachfront residential complex: Oasis.  - US $31.7 million

• Advising on the registration of the private equity fund PS Multi Asset Class Fund Inc. before the Superintendency of the Securities Market and its subsequent public offering on the Panama Stock Exchange.
• We assisted the client with the registration and issuance of subordinated corporate bonds with the Superintendency of the Securities Market and the listing of these bonds on the Panama Stock Exchange.   The bond proceeds will be used by the issuer to strengthen Grupo Prival's secondary capital, as defined by the Superintendency of the Securities Market. - US$10 million.
• We assisted the client in the registration and issuance of tourist bonds with the Superintendence of the Securities Market and in the listing of the bonds in the Panama Stock Exchange.

This issuance was one of the first to be registered following the enactment of the new Law No. 122 of December 31, 2019 (which amended Law 80 of 2012), and established incentives on the promotion of rural tourism in the Republic of Panama.

Significance: The proceeds of this issue will be used in the construction and development of a luxury beachfront residential complex: Jardines.  - US $19 million.

• We advised the client in the registration and issuance of tourist bonds with the Superintendence of the Securities Market and the listing of the bonds in the Panama Stock Exchange.

This issuance was one of the first to be registered after the enactment of the new Law No. 122 of December 31, 2019 (which amended Law 80 of 2012), and established incentives on the promotion of rural tourism in the Republic of Panama.

Significance: The proceeds of this issue will be used for the construction and development of a luxury beachfront residential complex: Surf Side.  - US$ 20 million

• We have assisted these three clients in obtaining their Investment Advisor license which is issued and regulated by the Superintendence of the Securities Market of the Republic of Panama.
• Legal assistance to the client with the registration of Habitats Reit Corp., which will be a real estate investment fund, with the Superintendency of the Securities Market, and subsequent listing on the Panama Stock Exchange.
• Habitats Reit Corp. will be part of Habitats Development, a real estate development company with more than 15 years of experience in the market, offering comfortable beach projects, efficient commercial and office space, and residential projects in the most exclusive neighborhoods of Panama City.  Since the vehicle used is the REIT, the value of each project will vary (1,000,000 common shares).
• Quijano & Associates advised Bi-Bank , S.A., a Panamanian bank that began operations in January 2016 and is part of Corporación BI, one of the largest financial organizations in Central America and the largest in Guatemala, in the registration of a Revolving Program of Negotiable Commercial Securities for a value of up to fifty million dollars (US$50,000,000) before the Superintendency of Securities Market and the Latin American Stock Exchange so that the Issuer could offer them publicly in series.
• Quijano & Associates acted as legal counsel to Cervello Holding S.A. in the registration process before the Superintendency of the Securities Market for the public offering and listing of up to 100,000,000 participation quotas in the Bolsa Latinoamericana de Valores S.A. ("Latinex").