Securities

The Firm's securities practice primarily involves equity and debt capital markets, having represented corporate entities and financial institutions in connection with the issuance of bonds, notes, commercial paper and other capital market instruments, and dealt with a variety of securities offerings to raise equity. The Firm is also equipped to handle other securities transactions such as the development of structured financial transactions, derivatives products and securitization of assets.

The Firm recently acted as counsel for First Gen Corporation in its initial public offering of shares ("IPO"). The IPO involved an offering to the international capital market under Rule 144-A and Regulation S of the US Securities Act. Through the IPO, First Gen was able to enhance its position as the leading independent power producer in the Philippine. First Gen received gross proceeds from both domestic and international offerings in the total amount of approximately Php8.5 billion.

The Firm also represented First Gen in its issuance to the public of unsecured bonds worth Php3.5 billion, and represented Rustans Supercenters, Inc., a leading retail company in the Philippines, in its issuance of convertible notes. The Firm is currently acting as Philippine counsel for the international underwriter in connection with the follow-on public offering of one of the largest real estate conglomerates in the country.

The Firm's legal services for leading issuers, investment banks and other financial institutions include:

     

  • Negotiating, drafting and closing the various agreements and other documents in preparation for the IPO, such as the offering circular/prospectus, domestic and international underwriting agreements, selling agreements and agency agreements;
  • Preparing the applications and supporting documents for the registration of the offering with the Philippine Securities and Exchange Commission, and for the listing of the shares to be issued out of the offering with the Philippine Stock Exchange;
  • Liaising with, and obtaining the necessary approvals from, the Philippine Securities and Exchange Commission and the Philippine Stock Exchange;
  • Conducting legal due diligence; and
  • Rendering advice on the legal, tax and regulatory aspects, and identifying and developing, the appropriate structure for the offering.

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The lead partners for the Firm's securities practice are Mr. Roderico V. Puno, Mr. Julito R. Sarmiento, Ms. Ma. Elizabeth Peralta-Loriega and Mr. Jonathan P. Serrano.