Morgan & Morgan Legal advised Green Tower Properties Inc. (“Green Tower”) and its shareholders, in the registration and conversion as a Sociedad de Inversión Inmobiliaria (the Panamanian equivalent of a Real Estate Investment Trust or “REIT”) before the Superintendence of the Securities Market of Panama (the Superintendencia del Mercado de Valores or “SMV”), and in the registration of its Class B Shares before the SMV and the Latinamerican Stock Exchange, S.A. (the Bolsa Latinoamericana de Valores, S.A. or “LATINEX”). The REIT was authorized by the SMV to publicly offer up to 3,000,00 of its Class B Shares. Said registration and listing enabled Green Tower to make an initial public offering (IPO) of its Class B Shares, of which a total of 243,823 shares were successfully placed in the primary market through LATINEX for a gross amount exceeding US$7,000,000. Said IPO will allow Green Tower to make a repayment of US$7,000,000 in debt amortization of the Series A real estate bonds, improving its cash flow and reducing its level of leverage. Additionally, the registration and listing of its Class B Shares will also allow pre-existing shareholders of Green Tower to monetize their initial investment in Green Tower through the sale of such Class B Shares in the secondary market through LATINEX.
Green Tower owns 95% of the MMG Tower building (hereinafter “MMG Tower” or the “Tower”), located in Costa del Este, in the township of Juan Díaz, Panama City, Republic of Panama, on a plot of approximately 4,395.56 square meters. MMG Tower has a LEED Gold Certification issued by the United Green Building Council which, together with its other competitive advantages including its privileged location, energy efficiency, its design and management under the highest standards, has attracted a diversified group of tenants, comprised mostly of multinational companies, in addition to housing the main offices of Morgan & Morgan Legal and MMG Bank.
REIT’s that comply with the above mentioned requirements of registration before the SMV, LATINEX and the General Revenue Office (the Dirección General de Ingresos or “DGI”) of the Ministry of Economy and Finance, among other additional conditions, are exempt from the payment of income tax at the corporate level. Shareholders of a REIT pay income tax on distributions received from the REIT at the rates set forth in the Tax Code. However, all REITs are required to withhold 10% of amounts distributed to shareholders in the form of advanced income tax, which withholding the shareholder of a REIT may decide to consider as the definite and final income tax to be paid for the received distribution.
MMG Bank Corporation has been engaged as arranger, Payment, Registry and Transfer Agent, Custodian and Placement Agent of the REIT and MMG Asset Management Corp., as Investment Manager.
Francisco Arias G., partner, Ricardo Arias, partner, Ana Carolina Castillo, partner, and international associate Miguel Arias M, participated in this transaction.