Obligation Globe Bank Corp 5.125% ( USP47718AA21 ) en USD

Globe Bank Corp

100 % ⇌

Panama

USP47718AA21 ( en USD )

5.125% par an ( paiement semestriel )

30/10/2019 - Obligation échue

Prospectus brochure de l'obligation Global Bank Corp USP47718AA21 en USD 5.125%, échue

200 000 USD

550 000 000 USD

P47718AA2

Global Bank Corp est une institution financière fictive, sans existence réelle.

L'Obligation émise par Globe Bank Corp ( Panama ) , en USD, avec le code ISIN USP47718AA21, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2019

OFFERING MEMORANDUM
U.S.$400,000,000
GLOBAL BANK CORPORATION
5.125% Senior Notes due 2019
We are offering U.S.$400,000,000 aggregate principal amount of our 5.125% Senior Notes due 2019 (the "Notes"). The Notes
will mature on October 30, 2019. Interest on the Notes will accrue at a rate of 5.125% per annum and will be payable semi-annually in
arrears on April 30 and October 30 of each year, commencing on April 30, 2015.
The Notes will be our senior unsecured obligations and (i) will rank at all times at least pari passu, without any preference
among themselves, equally in right of payment with all of our other existing and future senior unsecured and unsubordinated indebtedness,
if any, and (ii) will be effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of, and only
in relation to, the assets securing such indebtedness. For a more detailed description of the Notes, see "Description of the Notes" beginning
on page 90.
We may, at our option, at any time prior to maturity, redeem any of the Notes, in whole or in part, at a redemption price based on
a "make-whole" premium, plus any accrued and unpaid interest on the principal amount of the Notes to the date of redemption. In the event
of certain changes in the applicable tax treatment relating to payments on the Notes, we may redeem the Notes in whole, but not in part, at
a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market of
such exchange.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 12 for a discussion of certain risks that you
should consider in connection with an investment in the Notes.
__________________________________
Issue price Notes: 99.652%, plus accrued interest, if any, from October 31, 2014.
__________________________________
We have not registered the Notes under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any U.S.
state securities laws or the securities laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to any
U.S. persons except (a) to qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("Rule 144A"), in
reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, and (b) outside the United States
to non-U.S. persons in compliance with Regulation S under the Securities Act ("Regulation S"). This offering memorandum has been
prepared on the basis that any offer of Notes in any Member State of the European Union that has implemented Directive 2003/71/EC (the
"Prospectus Directive") will be made pursuant to an exemption in the Prospectus Directive from the requirement to publish a prospectus for
offers of Notes. This offering memorandum has not been approved by a competent authority within the meaning of the Prospectus
Directive. For further details about eligible offerees and resale restrictions, see "Transfer Restrictions." This offering memorandum
constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended.
We expect that delivery of the Notes will be made to investors in book-entry form through the facilities of The Depository Trust
Company, or DTC, for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear
System, and Clearstream Banking, société anonyme, or Clearstream, Luxembourg, on or about October 31, 2014.
Joint Bookrunners
Citigroup
Deutsche Bank Securities
Co-Manager
Commerzbank
The date of this offering memorandum is October 28, 2014.

TABLE OF CONTENTS
Page
IMPORTANT NOTICES ..............................................................................................................................................ii
NOTICE TO RESIDENTS OF NEW HAMPSHIRE...................................................................................................iii
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM .............................................................iii
NOTICE REGARDING PANAMANIAN SECURITIES LAW .................................................................................iii
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA ....................................................................iii
AVAILABLE INFORMATION ..................................................................................................................................iv
FORWARD-LOOKING STATEMENTS.....................................................................................................................v
ENFORCEABILITY OF CIVIL LIABILITIES...........................................................................................................vi
PRESENTATION OF FINANCIAL INFORMATION AND CERTAIN OTHER INFORMATION .......................vii
SUMMARY ..................................................................................................................................................................1
THE OFFERING...........................................................................................................................................................7
SUMMARY FINANCIAL INFORMATION .............................................................................................................10
RISK FACTORS .........................................................................................................................................................12
USE OF PROCEEDS ..................................................................................................................................................22
CAPITALIZATION ....................................................................................................................................................23
SELECTED FINANCIAL INFORMATION ..............................................................................................................24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS ..............................................................................................................................................26
SELECTED STATISTICAL AND OTHER INFORMATION ..................................................................................47
BUSINESS ..................................................................................................................................................................59
MANAGEMENT ........................................................................................................................................................75
PRINCIPAL SHAREHOLDERS ................................................................................................................................82
RELATED PARTY TRANSACTIONS......................................................................................................................83
REGULATORY MATTERS.......................................................................................................................................84
DESCRIPTION OF THE NOTES...............................................................................................................................90
BOOK-ENTRY, DELIVERY, AND FORM OF THE NOTES ................................................................................105
TAXATION ..............................................................................................................................................................107
PLAN OF DISTRIBUTION......................................................................................................................................112
TRANSFER RESTRICTIONS..................................................................................................................................118
LEGAL MATTERS ..................................................................................................................................................120
INDEPENDENT AUDITORS ..................................................................................................................................120
LISTING AND GENERAL INFORMATION..........................................................................................................120
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1
i

IMPORTANT NOTICES
You should assume that the information appearing in this offering memorandum is accurate as of the date
on the front cover of this offering memorandum only. Our business, financial condition, results of operations and
prospects may have changed since that date. Neither the delivery of this offering memorandum nor any sale made
hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the
date on the cover of this offering memorandum.
We have prepared this offering memorandum for use solely in connection with the proposed offering of the
Notes. This offering memorandum does not constitute an offer to any person other than the offeree to whom it has
been delivered, or to the public in general, to subscribe for or otherwise acquire the Notes. No one is authorized to
give information other than that contained in this offering memorandum and in the documents referred to in this
offering memorandum and that are made available to the public. This offering memorandum may be used only for
the purpose for which it has been published.
This offering memorandum is intended solely for the purpose of soliciting indications of interest in the
Notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants and other
provisions relating to the terms of the Notes contained in the indenture entered into in connection with the issuance
of the Notes as described herein and other transaction documents described herein. The market information in this
offering memorandum has been obtained by us from publicly available sources deemed by us to be reliable. We
accept responsibility for correctly extracting and reproducing such information. Notwithstanding any investigation
that the initial purchasers may have conducted with respect to the information contained in this offering
memorandum, the initial purchasers accept no liability in relation to the information contained in this offering
memorandum or its distribution or with regard to any other information supplied by us or on our behalf.
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the Notes or possess or distribute this offering memorandum and must obtain any consent,
approval or permission required for your purchase, offer or sale of the Notes under the laws and regulations in force
in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither we nor
any of the initial purchasers will have any responsibility therefor.
The Notes offered through this offering memorandum are subject to restrictions on transferability and
resale and may not be transferred or resold in the United States except as permitted under the Securities Act and
applicable U.S. state securities laws pursuant to registration under, or exemption from, such laws. By purchasing the
Notes, you will be deemed to have made certain acknowledgments, representations, restrictions and agreements as
set forth under "Transfer Restrictions."
You should be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time. In making an investment decision, prospective investors must rely on their examination of us and the
terms of this offering, including the merits and risks involved. These Notes have not been approved or recommended
by any United States federal or state securities commission or any other United States, Panamanian or other
regulatory authority. Furthermore, the foregoing authorities have not passed upon or endorsed the merits of the
offering or confirmed the accuracy or determined the adequacy of this offering memorandum. Any representation to
the contrary is a criminal offense in the United States.
Neither we, the initial purchasers nor any of our or their respective affiliates or representatives are making
any representation to any offeree or purchaser of the Notes offered hereby regarding the legality of any investment
by such offeree or purchaser under any applicable law. Each prospective investor should consult with its own
advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes.
The Luxembourg Stock Exchange takes no responsibility for the contents of this offering memorandum,
makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this offering memorandum.
ii

NOTICE TO RESIDENTS OF NEW HAMPSHIRE
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF NEW
HAMPSHIRE, NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE, THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
_________________
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
Our Notes may not be offered or sold to any person in the United Kingdom, other than to persons whose
ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for
the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not
resulted, and will not result, in an offer to the public in the United Kingdom.
_________________
NOTICE REGARDING PANAMANIAN SECURITIES LAW
The Notes have not been and will not be registered with the Superintendencia del Mercado de Valores de
Panamá ("SMV"), and, therefore, the Notes are not authorized for public offering in Panama and may not be
offered, placed, distributed, commercialized and/or negotiated publicly in Panama. Documents relating to the
offering of the Notes, as well as information contained therein, may not be offered publicly in Panama nor be used
in connection with any public offering for subscription or sale of the Notes in Panama.
_________________
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area that has implemented the Prospectus Directive (each, a "Relevant Member State") will
be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for
offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of the offering contemplated in this offering memorandum may only do so in
circumstances in which no obligation arises for us or the initial purchasers to publish a prospectus pursuant to
Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the initial purchasers have authorized,
nor do we or they authorize, the making of any offer of Notes in circumstances in which an obligation arises for us
iii

or the initial purchasers to publish or supplement a prospectus for such offer. The expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant
Member States, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
__________________
AVAILABLE INFORMATION
For so long as any Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, we will, during any period in which we are neither subject to Section 13 or Section 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule
12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective
purchaser or subscriber of such restricted securities designated by such holder or beneficial owner upon the request
of such holder, beneficial owner or prospective purchaser or subscriber the information required to be delivered to
such persons pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).
iv

FORWARD-LOOKING STATEMENTS
This offering memorandum contains certain forward-looking statements within the meaning of Section 21E
of the Exchange Act, as amended, and Section 27A of the Securities Act. These statements appear throughout this
offering memorandum, principally in "Summary," "Management's Discussion and Analysis of Financial Position
and Results of Operations" and "Business." Such estimates and forward-looking statements are primarily based on
current expectations and projections about future events and financial trends that affect, or may affect, our business,
financial condition, results of operations and prospects.
There are many significant risks, uncertainties and assumptions that might cause our business, financial
condition, results of operations and prospects to differ materially from those set out in our estimates and
forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or
our officers' intent, belief or current expectations with respect to, among other things, the use of proceeds of the
offering, our financing plans, trends affecting our business, the impact of competition, and future plans and
strategies.
Forward-looking statements can generally be identified by the use of forward-looking terminology,
including the terms "believes," "could," "may," "estimates," "continues," "potential," "anticipates," "intends,"
"expects," "will," "should," "seeks," "projects" and "plans," among others (including, in each case, their negative or
other variations or comparable terminology). Forward-looking statements speak only as of the date they were made,
and neither we nor the initial purchasers undertake to update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
In light of these risks and uncertainties, the forward-looking information, events and circumstances
discussed in this offering memorandum might not occur. Any such forward-looking statements are not guarantees of
future performance. As a result, prospective investors should not make an investment decision based on the forward-
looking statements contained in this offering memorandum.
v

ENFORCEABILITY OF CIVIL LIABILITIES
We are a financial institution organized and existing under the laws of Panama. All of our directors and
officers and certain other persons named in this offering memorandum reside outside the United States. The majority
of our assets are located in Panama, and all or a significant portion of the assets of our directors and officers and
certain other persons named in this offering memorandum are located in Panama. None of our directors or executive
officers are domiciled in the U.S. As a result, it may not be possible for you to effect service of process within the
United States upon such persons or to enforce against them or against us judgments obtained in U.S. courts or in
other jurisdictions outside of Panama.
In the terms and conditions of the Notes, we will (1) agree that the courts of the State of New York and the
federal courts of the United States, in each case sitting in the Borough of Manhattan, the City of New York, will
have jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes that may arise out of
or in connection with the Notes, and, for such purposes, we will submit to the jurisdiction of such courts, and (2)
name an agent for service of process in the Borough of Manhattan, the City of New York. See "Description of the
Notes."
There is uncertainty as to the enforceability in Panama, either in original actions or in actions for
enforcement of judgments of U.S. courts, of civil liabilities predicated on the U.S. federal securities laws. See "Risk
Factors--Risks Related to the Notes--The ability of investors to enforce civil liabilities under U.S. securities laws
may be limited." Notwithstanding this fact, we understand that, subject to specific requirements described below, a
final conclusive judgment for payment of a determined sum of money rendered by any court in the United States in
respect of the Notes would be recognized in Panamanian courts (to the extent that Panamanian courts may have
jurisdiction), and such courts would enforce such judgment without any retrial or reexamination of the merits of the
original action subject to the issuance of a writ of exequator by the Supreme Court of Justice of Panama. Currently,
such ratification will be issued, provided that:

such foreign court grants reciprocity to the enforcement of judgments of courts of Panama;

the party against whom the judgment was rendered, or its agent, was personally served in such action
within such foreign jurisdiction;

the judgment arises out of a personal action against the defendant;

the obligation in respect of which the judgment was rendered is lawful in Panama and does not contradict
the public policy of Panama;

the judgment is properly authenticated by diplomatic or consular officers of Panama or pursuant to the
1961 Hague Convention Abolishing the Requirement of Legalization of Foreign Public Documents; and

a copy of the final judgment is translated into Spanish by a translator licensed in Panama.
Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that the
process described above could be conducted in a timely manner or that a Panamanian court would enforce a
monetary judgment for violation of U.S. federal securities laws.
vi

PRESENTATION OF FINANCIAL INFORMATION AND CERTAIN OTHER INFORMATION
Financial Statements
This offering memorandum includes our consolidated financial statements and related notes as of and for
each of the fiscal years ended June 30, 2014, 2013 and 2012 (collectively, our "consolidated financial statements").
The source of the financial information as of June 30, 2013 included elsewhere in this offering memorandum are
derived from the set of consolidated financial statements as of June 30, 2014 and 2013, included in pages F-2
through F-87 of this offering memorandum.
Accounting Principles
Our consolidated financial statements are prepared in conformity with International Financial Reporting
Standards ("IFRS") as adopted by the International Accounting Standards Board and modified, from time to time,
by prudential regulations issued by the Superintendency of Banks of Panama (the "Superintendency of Banks").
The financial information included in this offering memorandum has not been prepared in accordance with
international accounting standards adopted pursuant to Article 3 of Regulation (EC) No. 1606/2002, and there may
have been material differences in such financial information had Regulation (EC) No. 1606/2002 been applied to
such financial information.
The most significant changes introduced by the prudential regulations issued by the Superintendency of
Banks that establish a different treatment to International Financial Reporting Standards relate to the measurement
of impairment for possible loan losses, investment securities and property acquired as compensation for outstanding
claims ("foreclosed assets"). IAS 39 states that the reserve for possible loan losses and impairment of investment
securities is established on the basis of losses incurred, while the regulations issued by the Superintendency of
Banks requires the determination of the reserve and impairment based on expected losses. IFRS 5 states that
foreclosed assets are recorded at the lower of carrying amount and fair value less costs to sell, while the
Superintendency of Banks requires the creation of reserves in an equity account based on the number of years that
the foreclosed asset has been held by the Bank.
In addition, pursuant to Accord 4-2013 of the Superintendency of Banks, we will be required to make
additional specific reserves in the event that our loan loss reserves made in accordance with IFRS, as adopted by the
International Accounting Standards Board and modified, from time to time, by the prudential regulations of the
Superintendency of Banks, are lower than the specific loan loss reserve guidelines set forth in Accord 4-2013. We
will also be required to establish dynamic reserves, calculated on the basis of the aggregate value of loans
categorized as normal and adjusted quarterly based on (i) the increase (but not adjusted for any decrease) of such
total aggregate value and (ii) quarterly variations in the specific loan loss reserves. The requirements of
Accord 4-2013 will be effective on January 1, 2015 and will be applicable to us on June 30, 2014. We believe that if
we were to apply these new rules as of June 30, 2014, our loan loss reserves would have been adequate.
The average balance information has been calculated as the sum of quarter-end balances of any such year
and the quarter-end balance as of the quarter ended June 30 of the immediately preceding year divided by five.
Nominal average interest rates have been calculated by dividing interest earned on assets or paid on liabilities by the
corresponding average balances on such assets or liabilities. In addition, loan amounts are presented before
deduction for loan losses.
Currencies
Our consolidated financial statements are expressed in Balboas (B/.), the official monetary unit of Panama.
The Balboa is freely exchangeable for the U.S. dollar on a one-to-one basis. Panama does not issue paper currency;
instead, it uses the U.S. dollar as its legal currency. For ease of reference, all amounts discussed herein are expressed
in U.S. dollars (U.S.$), the lawful currency of the United States of America.
vii

Rounding Adjustments
We have made rounding adjustments to some of the figures included in this offering memorandum. As a
result, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that
precede them.
viii

SUMMARY
This summary highlights information contained elsewhere in this offering memorandum. It does not contain
all of the information that an investor should consider before making a decision to invest in the Notes. For further
information on our business and this offering, this summary must be read together with the detailed information
included in the other sections of this offering memorandum, in particular the information included in "Risk
Factors," "Management's Discussion and Analysis of Financial Position and Results of Operations" and
"Business" and the consolidated financial statements herein.
Overview
We are a corporation (sociedad anónima) incorporated pursuant to the laws of Panama. As of June 30,
2014, we were the second largest privately owned bank in Panama (excluding banks controlled by the Panamanian
government and foreign banks) in terms of total assets, total loans and total deposits with U.S.$4.5 billion in total
assets, representing a 14.5% market share, U.S.$3.2 billion in unpaid principal balance of total domestic loans,
representing a 19.5% market share, and U.S.$2.6 billion in total domestic customer deposits, representing a 12.4%
market share, each according to information published by the Superintendency of Banks. As of June 30, 2014, our
loan portfolio was split with 66.5% in the corporate sector and 33.5% in the consumer sector, and, as of such date,
we were the third largest provider of commercial loans in Panama, with a 10.6% market share, and the fourth largest
provider of consumer loans in Panama in terms of principal balance of total loans outstanding, which includes all
retail loans other than mortgages, with a 7.0% market share (excluding banks controlled by the Panamanian
government). As of June 30, 2014, we held a market share of 18.5% in agricultural loans in Panama. Within the
consumer loan segment, we were also the third largest provider of auto loans among banks in Panama in terms of
outstanding balance, with a 15.1% market share as of June 30, 2014.
For the fiscal years ended June 30, 2014, 2013 and 2012, our net income was U.S.$65.9 million, U.S.$71.5
million and U.S.$50.4 million, respectively. As of June 30, 2014, our shareholders' equity was U.S.$369.1 million.
Our annual return on average common shareholders' equity for the fiscal year ended June 30, 2014 was 19.5%, and
our annual return on average total assets for the year ended June 30, 2014 was 1.6%.
We serve our customers through a nationwide network of 32 branches, three loan centers, and a network of
110 ATMs and ten drive-through ATMs, the second largest points-of-service network of a privately owned bank in
Panama (excluding banks controlled by the Panamanian government and foreign banks) as of June 30, 2014. We had
over 137,650 active retail and corporate customers as of June 30, 2014.
We are part of the conglomerate controlled by G.B. Group Corporation. G.B. Group Corporation is a
publicly traded company listed on the Panamanian Stock Exchange (Bolsa de Valores de Panamá). We control,
among other operations, a factoring financial entity, Factor Global Inc.; an offshore bank, Global Bank Overseas
Limited; a brokerage firm, Global Valores, S.A.; an insurance company, Aseguradora Global, S.A.; and a trust
administration entity, Global Financial Funds Corporation. Each of these subsidiaries is consolidated in our
consolidated financial statements. Through these entities, we offer a variety of products and services to both
consumers and corporate clients, including traditional banking, as well as factoring, securities brokerage services,
insurance and surety bond issuance services, real estate management, investment banking and financial consultation
services.
Our Corporate Structure
We are a wholly owned subsidiary of G.B. Group Corporation. We own 100% of the issued and outstanding
shares of the entities described below. These entities are not run independently from us, and most of their revenues
are accounted for in our consolidated financial statements.
Factor Global Inc., a Panamanian corporation (sociedad anónima) that began operations in 1995, is
engaged in the purchase of discounted bills issued by third parties.
Global Financial Funds Corporation, a Panamanian corporation (sociedad anónima) that began its
1