corporativo2014
Corporate and Financial
  • Practice
  • Experience

MERGERS AND ACQUISITIONS

Advice and assistance in:  the acquisition and/or sale of companies, whether or not listed on the stock Exchange and of their assets;  Public offerings for sale (OPV), Takeover bids (OPA), and Stock tender offers  (OPC);  obtaining sector authorizations, licenses and permits; drawing up contracts and shareholder agreements and their negotiation; due diligence processes from both the seller’s and the buyer’s sides; corporate reorganization, mergers and/or corporate break-ups, structural corporate reorganization and joint-ventures, among others.

FINANCINGS

Structured financings, direct corporate loans, syndicated loans, project finance, multilateral organization loans, refinancings, corporate and/or structured bond issue programs and the creation and structuring of guarantee and trust mechanisms, and financial leasing, among other things.

Offering of legal opinions and counseling of local and international credit risk rating agencies on the assessment of the financial structuring of corporate bond and securitization programs, and infrastructure project finance, among others.

STOCK EXCHANGE

The buying, selling and trading of instruments in stock exchange sessions or privately and the preparation of stock offerings, such as public offerings of stock, public offerings for sale (OPV), takeover bids (OPA) and stock tender offers (OPC), together with the preparation of the contracts, agreements and other documentation demanded by stock brokerage firms, the stock exchange, and the securities clearing and settlement company for those purposes.

Procedures for dematerialization and registration of debt and variable income instruments, preparing for that purpose all of the documentation required by the Lima Stock Exchange and the Office of the Superintendent of the Stock Market, such as the emission contracts, dividend policy proposals, and manuals and standards of internal behavior, the signing of agreements, obtaining of certifications and adoption of the required corporate agreements, among other things.

CORPORATE COUNSELING

Corporate and Contractual

Our law firm designs and implements corporate structures, companies and other entrepreneurial entities, corporate government documents, acquisitions, mergers, corporate split-ups, corporate reorganizations and corporate conversions in general; transfers of assets, rights, and tangible and intangible goods, and the incorporation of national and off-shore companies.

The drafting and negotiation of contracts and agreements of all kinds: civil, mercantile, and financial, among others; and in procedures for registration, obtaining information, title reviews, formalization and filing, of a corporate nature (capital increases and reductions, equity transfers, and conversions), personal nature (drawing up of testaments, powers-of-attorney, and inter vivos gifts), and with regard to real estate (bargain and sale, rental, and usufruct), mining (mining contract registry), registry of movable property contracts (registry of movable property collateral contracts), and of public utility concessions (electric power generation, transmission and distribution concessions), among others.

Real Estate

Integral real estate advisory service for land management that covers, among other things: legal study of documents connected with rural and urban property, disencumbrance of land titles, legal physical disencumbrance of all kinds of real estate; integral pre- and post–sale legal counseling; and drafting of assembly agreements of rural farming communities for land transfers or the granting of rights over such land.

Processing of awards up to their formalization through a notarized document and subsequent entry in the public registries.   Factory statements for already existing (via regularization) or future construction, which include the property’s study and legal physical disencumbrance. Processing of work and building permits and file regularization. Provisional filings and blockings to protect property interests, prescription of ownership and establishment of supplementary titles, area and boundary rectification, and real estate unit partition, subdivision, accumulation, and division.  Mortgage establishment, extinguishment and cancellation due to expiration, lifting of writs of attachment, filing of complaints affecting real property and all kinds of liens and charges.

  • Acquisition of majority shareholding in Financiera Crear, an important financial microcredit institution of southern Peru, by Mexican Banco Compartamos.
  • Acquisition of Financiera EDYFICAR, an important microfinance institution (company value US $110 million).
  • Acquisition of Electroandes, an important electric power generating company (company value US $400 million).
  • Acquisition of Consorcio Transmantaro, an important electric power transmission company (company value US $200 million).
  • Acquisition of majority shareholding in Electro Sur Medio, an electric power distribution company.
  • Sale of American Quality Aquaculture, an important Peruvian aquaculture company.
  • Huascacocha Water Diversion Project – Guaranteed Securities under Rule 144a/Reg-S of the U.S. Securities Act of 1933 – S/.250 million.
  • Structured financing of the Yellow Line Freeway – US $400 million.
  • Guaranteed Loan, Zapallal – Trujillo 500 kV Transmission Line – US $170 million.
  • Consorcio Transmantaro corporate bonds, Amendment of the terms and conditions of the Bond Program – US $105 million.
  • Guaranteed medium-term loan, Chilca – Zapallal 220/500 kV Transmission Line -US $70 million.
  • Guaranteed Loan, Carhuamayo – Carhuaquero Project – US $90 million.
  • Financing of the Peru Masivo S.A. metropolitan transport project, including a bridge loan of US $7 million – US $38 million.
  • Payment guarantee in benefit of Lukoil Panamericas, LLC, for hydrocarbon purchases by PetroPeru – US $17.5 million.
  • Peru Energy System, Second Program Corporate Bonds – US $150 million.
  • South IIRSA (Segment V) – Guaranteed securities – US $260 million.
  • Subrogation of Consorcio Transmantaro syndicated loan – US $23 million.
  • Financing of Compañía Eléctrica El Platanal – US $120 million.
  • LAP Senior Secured Amortizing Discount Notes – US $165 million.
  • North IIRSA, Guaranteed securities – US $220 million.
  • Legal Counsel of Fitch Ratings in the risk assessment for the financing of the concession to build a water treatment plant.
  • Legal Counsel of Fitch Ratings in the Risk Assessment for the Financing of the concession to build, equip and operate four hospitals.
  • Financing and Guarantee of the concession to build a US$ 300,000 million freeway. Legal Advisors to the Ministry of Transportation and Communications.
  • Advisors to St. Elias Mines Ltd for the acquisition of Minera Santa Elisa.
  • Acquisition of 160MW and 200MW thermal generating stations for CELEPSA.
  • Advisors in the sale of 80 MW (SolEol) and 50MW (Eólica Bayovar)  eolic power generating projects.
  • Reorganization and sale of assets in Peru for Nextar Advisors.
  • Concession of 500 kV and  220kV ISA S.A.E.S.P electric power transmission lines.
  • Legal advisors to Fenix Power in a US$ 460 million loan from a local bank lending club for the acquisition of  a 540 MW thermal generating station with dual capacity.
  • Supporting and associated legal counsel in the risk assessment of the financing for the Olmos water diversion project.
  • Financial closing of Highway System 4.  Collateralization in favor of the permitted creditors.  Advisory assistance to MTC.
  • Counseling of the National Port Authority on obtaining financing to enlarge the entry to the Port of Callao from the Muelle Sur Trust Fund resources.
  • Financing of Segment 1 of the Inter-oceanic Highway by means of  CRPAOs.  Advisory assistance to Deutsche Bank A.G (structuring bank).
  • Buenos Aires-Canchaque Financing by means of CRPAOs. Closed US$ 45,000 million transaction.  Advisory assistance to Deutsche Bank A.G.

 

© Santivañez Abogados
Lima
República de Colombia 791 Ofc. 602
San isidro Lima 27 Perú
t. +51 (1) 202 8000
f. +51 (1) 202 8017
Piura
Los Tamarindos 274 Urb. 4 de Enero
Piura - Piura
t. +51 (73) 32 6994
f. +51 (73) 31 3192
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