US$395 million acquisition financing for ENA Sur Trust
Arias, Fábrega & Fábrega acted as Panamanian counsel to HSBC and Global Bank in their capacities as joint lead arrangers and bookrunners in connection with the securitization of toll road receivables via issuance of an aggregate US$395 million in notes by the ENA Sur Trust, a Panamanian special purpose vehicle formed by the Empresa Nacional de Autopista, S.A. ("ENA").
ENA is a corporation wholly owned by the Government of Panama, incorporated to hold various highway concessions. The proceeds of the issuance were utilized to acquire the shares of ICA Panama, S.A. (subsequently renamed ENA Sur) from the Empresas ICA group, a Mexican construction company with operations in the Americas and Europe, which held the original Corredor Sur concession.
The ENA Sur Trust Notes were issued under Regulation S and Rule 144A of the US Securities Act of 1933, and they were registered with the National Securities Commission in Panama and listed on the Panama Stock Exchange. The guarantee package and other transaction documents were subject to Panamanian law.

