US$38 million in private placement for the extension of Line 2 of the Panama City metro system

Arias, Fábrega & Fábrega represented ACE Emerging Markets LLC, Apollo Credit Funds ICAV, in respect of its Sub-Fund Apollo Emerging Markets Fund, Catalina Acra Zurich Reinsurance Trust, Massachusetts Mutual Life Insurance Company, Jackson National Life Insurance Company and Athene Annuity and Life Company, (Note Purchasers), in connection with:

  1. the note purchase agreement for an amount of US$ 34,969,407.43 among the Note Purchasers, The Bank of New York Mellon, as Fiscal Agent, Registrar and Paying Agent, as Offshore Collateral Agent and as Calculation Agent, and Panama Metro Line 2 Extension Limited, as seller and issuer of the Panama Metro Line 2 Extension Notes, senior secured notes due November 30, 2023. 
  2. the CDNO Sale and Purchase Agreement between CNO S.A., acting through its Panama branch, as seller, and the Issuer, as purchaser. The Notes are backed by the payments to be made by MPSA under the purchased CDNOs. 

First time that the payment obligations under CDNOs issued by a Panamanian governmental entity, ministry or company wholly owned by the Republic of Panama are used to support an international capital markets transaction.