Luis Miguel Rojer A.

Practice Areas

Capital Markets

Banking and Finance

Commercial Law | Mergers and Acquisitions

Government Contracts and Concessions

Career

Professional Trajectory:

Drafting and negotiation of international and domestic agreements such as Stock Purchase Agreements, Loan Agreements, Asset Purchase Agreements Service Agreements, Licensing Agreements, Joint Ventures, Distribution Agreements, Guarantee Agreements, NDA’s, among others, for a vast variety of clients.

Providing contractual advice to various purchasers, sellers, and entities regarding domestic/international securities, M&A and partnership transactions.

Directly interfacing with all stakeholders to provide risk mitigation measures and make the contract more manageable, understandable, clearer and provide measures of protection for both parties.

Advice clients of the health sector in national and international public bids

Advising clients on the financing of energy projects.

Advising clients in its establishment as Multinational Headquarter Company in Panama.

Chief of Staff of the Ministry of Commerce and Industry of Panama.

Legal Advisor of the Office of the Minister of the Presidency of Panama

Professional Memberships

International Bar Association (IBA)

Languages Spoken

English

Spanish

Work Highlights

Provided legal advice to PRIVAL BANK, S.A. as Structuring and Placement Agent in the issuance of a revolving corporate bonds program by Empresa de Transmisión Eléctrica, S.A. (ETESA), a company 100% owned by the Panamanian government, which has a legal monopoly on electricity transmission services within the country, and further assistance with the registration of the prospectus in the Panama Securities Markets Superintendence 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 revolving corporate bonds program for an amount up to US$50 million by FINANCIERA EL SOL, S.A., and further assistance with the registration of the prospectus in the Panama Securities Markets Superintendence and the listing of the securities in the Panama Stock Exchange. US $ 50 Million

Provided legal advice in the registration of the private equity fund INSIGNEO PRIVATE VENTURES FUND at the Superintendence of Securities Market of Panama and its subsequent public offering at Panama Stock Exchange. Our role ranged from preparing the initial application, accompanying in the preparation of the informative prospectus, drafting documents and all matters related to the registration and post-listing of the investment company. - US $ 500 Million

Provided legal advice in the issuance of negotiable commercial securities by Mercantil Banco, a leading bank of the Panamanian banking industry, puls further assistance with the registration of the prospectus in the Panama Securities Markets Superintendence and the listing of the securities in the Panama Stock Exchange. US $ 75 Million

Legal assistance in the registration of RI FONDO INVERSIÓN, S.A. – a real estate investment fund at the Superintendence of the Securities Market of Panama and further listing at 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 developing different types of real estate and investment projects. US $ 210 Million

We advised the client on the registration of the private equity fund Insigneo Private Ventures Fund at the Superintendence of Securities Market of Panama and its subsequent public offering at Panama Stock Exchange. Our role ranged from preparing the initial application, accompanying in the preparation of the informative prospectus, drafting documents and all matters related to the registration and post-listing of the investment company. Furthermore, we advised the client on the issuance of a new series of shares (Serie B) for USD 15,000,000, for the development of a real estate project in Spain. US $ 500 Million

Legal assistance to the client with the registration at the Superintendence of the Securities Market and the listing of the bonds at the Panama Stock Exchange of an initial public offering of 9,000,000 common shares at a value of US$ 232 million. The funds raised by the placement of the Common Shares will be destined exclusively to the investment in the development and construction of the Ritz-Carlton Reserve located at two of the most spectacular beaches of Pearl Island: Playa Don Bernardo and Playa Mague, Republic of with a total value of USD 232 million. These common shares have already been recognized by the Panama Tax Authority as eligible for the tax incentives for the promotion of tourism in the countryside of the Republic of Panama. - US $ 232 Million

We assisted the client with the registration and issuance of revolving corporate bonds at the Superintendence of the Securities Market and the listing of these bonds at the Panama Stock Exchange. This issuance was registered with the purpose of paying the issuer’s debt and completing the construction of a shopping center and transportation terminal: Federal Mall. As for the complexity: This matter was challenging because 287 lots were being delivered as collateral (through a Guarantee Trust - which was also handled by our professional team). In addition, a syndicated loan that the issuer had with 13 different banking institutions was canceled. US $ 180 Million

We advised the client on the registration at the Superintendence of the Securities Market and the listing of the bonds at the Panama Stock Exchange of a new class of real estate investment trust – Class G for 115,000 common shares at a value of USD 115 million. The funds raised by the placement of the Class "G" Common Shares will be destined exclusively to the investment in the development and construction of the public tourist lodging project called "Punta Bocas Luxury Resort and Hotel", located in the District of Changuinola, Province of Bocas del Toro with a total value of approx. USD 216 million. These common shares have already been recognized by the Panama Tax Authority as eligible for the tax incentives for the promotion of tourism in the countryside of the Republic of Panama. US $ 115 Million

We assisted the client with the registration at the Superintendence of the Securities Market and the listing of the bonds at the Panama Stock Exchange of a new class of real estate investment trust – Class C for 100,000 common shares at a value of USD 100 million. The funds raised by the placement of the Class "C" Common Shares will be destined exclusively to the investment in the development and construction of the public tourist lodging project called "Punta Bocas Luxury Resort and Hotel", located in the District of Changuinola, Province of Bocas del Toro with a total value of approx. USD 216 million. These common shares have already been recognized by the Panama Tax Authority as eligible for the tax incentives for the promotion of tourism in the countryside of the Republic of Panama. US $ 100 Million

Assistance to the client with the registration and the issuance of tourism bonds at the Superintendence of the Securities Market and the listing of the bonds at the Panama Stock Exchange. This issuance was one of the first ones to be registered after the enactment of the new Law No. 122 of the 31st of December 2019 (which amended Law 80 of 2012), and established incentives for the promotion of tourism in the countryside of the Republic of Panama. This transaction is important because the the funds of this issuance will be used on the construction and development of a luxurious beach front residences complex: Oasis. - US $ 31.7 million

We advised the client on a cross-border matter. Our work encompassed liaising with client’s law firm in Ecuador to achieve a fully compliant process with Panama’s and Ecuador’s regulations, leading to the registration of INEPACA’s common shares at the Superintendence of the Securities Market of Panama. - US $ 26 Million

Legal assistance to the client with the registration of Habitats Reit Corp., which will be a real estate investment fund, at the Superintendence of the Securities Market of Panama, and further listing at 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, which offers comfortable beach projects, efficient office and commercial space, and residential projects in the most exclusive neighborhoods of Panama City. Since the REIT is the used vehicle, the value of each project will vary (1,000,000 common

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 Million) at 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 at the Superintendencia del Mercado de Valores de Panamá ("SMV") for the public offering and listing of up to 100,000,000 participation quotas in the Bolsa Latinoamericana de Valores S.A. ("Latinex").

Education