Issuance of bonds by Promérica Financial Corporation in international markets

Promerica Financial Corporation (PFC), the Panamanian holding company and majority shareholder of Banco de la Producción S.A. of Nicaragua ("Banpro"), announced the inaugural placement of US $ 200,000,000 in bonds in the international capital market. This first issue of Promerica is documented under New York law and registered in the Luxembourg Stock Exchange. The bonds, which have a term of 6 years, were issued under the format 144A, Regulation S of the Securities and Exchange Commission (SEC) to qualified institutional investors. The issue was structured by Bank of America Merrill Lynch and Credit Suisse, two of the largest and most prestigious global financial institutions, which acted as joint bookrunners. Banco General de Panamá and BLADEX acted as co-administrators of the transaction. Banpro was the founding bank of Grupo Promerica in Central America and is the main operating subsidiary of PFC.

Consortium Legal provided legal advice to Banpro for a period of 6 months in relation to a general due diligence of the bank and an the preparation of an opinion on the relevant banking regulations, all in the context of the issuance of PFC bonds.  This task required the analysis of regulations in banking matters, capital requirements, credit risk regulations, tax aspects, etc. The Offering Memorandum for the issuance of bonds was reviewed and the respective legal opinions were issued. 

PFC is a holding company of banks domiciled in the Republic of Panama, authorized and supervised by the Superintendency of Banks of Panama, with US $ 14,000 million in assets, US $ 10,600 million in deposits, and US $ 1,300 million in capital. Promerica is the majority shareholder of commercial banks operating in nine countries in Central America, the Caribbean and South America, and is the third largest financial institution in the region.

Promerica is one of the few financial institutions in the region and the only one of Nicaraguan origin that has managed to successfully place bonds in the international capital markets. The transaction is complex, since the documents of the issuance are subject to New York Law, but then the regulations of each jurisdiction in which the subsidiary companies of Promerica Financial Corporation reside must be analyzed. The legal advice required the review of the most relevant aspects of Banpro, local regulations, legal documentation, risk factors, in order to contribute to the final document of the offering.

Consortium Legal advised Banpro partner Rodrigo Taboada and associate Andrés Caldera.

Hunton Andrews Kurth LLP acted as International Counsel for Promerica Financial Corporation through Rail Seoane.

Aleman Cordero Galidno & Lee acted as Promerica Financial Corporation counsel in Panama.

Julio Reyes was the in-house lawyer of Banpro working on the deal.