Banking and Finance

The Firm's Banking and Finance practice is formidable as it has been engaged as counsel in the financing of major groundbreaking projects involving infrastructure, power and mining in the last few years.

In 2006, the Firm acted as counsel to Manila North Tollways Corporation in the refinancing of its project debt for the rehabilitation and development of the North Luzon Expressway in the Philippines. The transaction was nominated for "Project Finance Deal of the Year" at the Asian Legal Business SE Asia Law Awards held in Singapore last June 2007. The transaction involved the refinancing of MNTC's outstanding project finance debt obligations in the amount of US$201.7 Million through a combination of (i) amended debt facilities, (ii) a new US Dollar term loan facility provided by Mizuho Corporate Bank, Ltd., and (iii) the issuance of fixed rate corporate notes in an aggregate principal amount of Php5.5 Billion. The notes were sold through private placement to primary institutional lenders in accordance with Rule 9.2(2)(B) of the Philippine Securities Regulation Code.

The Firm also acted as counsel for SN Aboitiz Power Inc. ("SNAP"), a consortium formed by Aboitiz Power Corporation and the SN Power Holding Singapore Pte. Ltd., in connection with the US$380 Million refinancing of SNAP's outstanding debts arising from its acquisition of the 360 MW Magat hydroelectric power plant and the US$375 Million refinancing of its acquisition of the 175 MW Ambuklao-Binga hydroelectric power plants. The Magat refinancing was awarded as the "Power Deal of the Year" by the Project Finance International Awards 2007 and the "Best Project Finance/Best Privatization Deal" by the Asset Triple A House and Deal Awards for 2007.

It has also represented Atlas Consolidated Mining and Development Corporation in the financing transactions for its wholly-owned subsidiary, Carmen Copper Corporation, for purposes of rehabilitating and further developing its copper mining facility in Cebu, Philippines and rendering it commercially operational.The Firm provides a full range of legal services to both lenders and project companies/developers. These legal services include, among others, the following:

  • Negotiating, drafting, closing and rendering advice on various loan and financing agreements, such as the loan facility agreements, security arrangements, sponsor support arrangements, and other documents;
  • Liaising with the relevant Philippine regulatory agencies (e.g., Securities and Exchange Commission, Bangko Sentral ng Pilipinas, etc.);
  • Providing advice on various tax-related issues involved in the financing;
  • Conducting legal due diligence; and
  • Registering security documents with the relevant registries of deeds in the Philippines.

The Firm also provides domestic and foreign financial institutions with comprehensive legal services in respect of (i) domestic and foreign loan transactions, (ii) derivative transactions, (iii) establishment, acquisition or mergers of banks or financial institutions, and (iv) security arrangements. The Firm is also capable of monitoring existing and upcoming regulation in the area of banking and finance, and advising clients on compliance or potential issues in respect thereof. The Firm's clients include the top global and local banking and financial institutions. These include, among others, the BDO banking group, UBS AG, Goldman Sachs Credit Partners LP, Deutsche Bank, Metropolitan Bank and Trust Company and United Coconut Planters Bank.

The Firm recently acted as Philippine counsel for Goldman Sachs Credit Partners LP, the banking arm of the Goldman Sachs conglomerate, in connection with the multi-jurisdictional security arrangement for the financing of the acquisition by Sitel International of the ClientLogic group of companies. The Firm also recently represented a private bank in its investments in bonds and credit-linked notes, and is currently involved in an ongoing merger between two thrift banks engaged in micro-financing in the Philippines.

The lead partners for the Firm's banking and finance practice are Mr. Regis V. Puno, Mr. Roderico V. Puno, Ms. Ma. Elizabeth Peralta-Loriega, and Mr. Jonathan P. Serrano.