Experience

Diego Peschiera is a member of the M&A, Banking and Project Finance Practice Groups of RODRIGO, ELIAS & MEDRANO ABOGADOS in the Firm’s Lima office.

Diego is an expert in investment banking, corporate finance and capital markets, areas in which he has extensive and recognized experience structuring and leading major project financings, complex leasing agreements, syndicated lending both in Peru and overseas, lending, securities, corporate and structured finance, mergers and acquisitions, cross-border transactions, securitizations and international debt offerings (senior and subordinated) under Rule 144A / Regulation S, loan portfolio acquisition, derivatives and compliance with NYSE regulations applicable to listed companies, among other transactions, having participated in many international transactions throughout Latin America.

He was previously Assistant General Counsel at Banco de Credito del Peru, the largest bank in Peru, and Head of Corporate Finance and Investment Banking within its Legal Division. He has acted also as principal counsel to Credicorp Ltd., Atlantic Security Bank, Grupo Credito (Prima AFP) and other affiliates of Banco de Credito del Peru in Peru and throughout Latin America.

In 2005 after an international survey, Mr. Peschiera was included as one of the top 31 corporate lawyers in Latin America under 40 years old by Latin Lawyer Magazine, one of only two in Peru.

Diego is currently Professor of Law at the Catholic University of Peru School of Law, at the University of Lima School of Law’s Master in Law Program and at the Master in Finance and Corporate Law at ESAN University. He has been Chairman of the Banking Committee of the Peruvian banking association.

From 1993 to 1996 he was adjunct professor at University of Lima School of Law and also in the Communications Faculty of University of Lima from 1993-1994. At the same period (1993-1994) he was adjunct professor at San Marcos University School of Law and from 1992 to 1995, professor of Philosophy at the Voltaire Institute in Lima.

He is a frequent speaker in local and international conferences on corporate finance, capital markets and investment banking issues.

Diego is a graduate of the University of Lima School of Law and of the LL.M. program of New York University School of Law, and studied philosophy prior to pursuing law studies. He is a member of the Lima Bar Association.

Recent experience as partner of Rodrigo, Elias & Medrano includes the following relevant transactions:

• Representing Banco de Credito del Peru in the structuring and negotiation of the second Corporate Bond Program of Transportadora de Gas del Peru S.A. (TGP), entity that transports the Camisea Gas, for up to US$ 400 million.
  
• Representing Irradia S.R.L. in its international project financing arranged by West LB A.G. New York Branch for the construction of a liquefier natural gas plant (300,000 gallon per day) in Chilca, Peru for the amount of up to US$ 82.5 million.
  
• Representing BBVA Banco Continental in the structuring and negotiation for the first Corporate Bond Program (S/. 150 MM), partially guaranteed by the International Finance Corporation (IFC) for Edpyme EDYFICAR (Peruvian microfinance institution). First issuance by a microfinance entity in the local market.
  
• Representing JP Morgan Chase Bank, Standard Chartered Bank and Wachovia Bank N.A. in the US$ 300 million syndicated unsecured loan agreement in favor of Banco de Credito del Peru.

While at Banco de Credito del Peru as Assistant General Counsel, Mr. Peschiera was involved in the following relevant transactions:

Project finance:

• Structuring and negotiation of the first corporate bond program of Transportadora de Gas del Peru S.A. (TGP), entity that transports the Camisea Gas, for up to US$ 350 million.
  
• Design, structuring and negotiation of the US$ 200 million financing related to the construction phase of the energetic project “Central Hidroeléctrica El Platanal” (220MW).
  
• Design, structuring and negotiation of the US$ 135 million structured financing for Empresa de Generacion Electrica de Ventanilla S.A. (425 MW), which included a US$ 90 million leasing agreement and a US$ 45 million syndicated loan.
  
• Structuring of the first corporate Bond Program (private placement) of Concesionaria Trasvase Olmos S.A., concessionaire of the Olmos Project, for up to US$ 100 million. The financing included a partial guarantee granted by the Andean Development Corporation (CAF). The structuring was awarded as the 2006 Latin American Project Finance Deal of the Year by Latin Finance magazine.
  
• Structuring of the securitization of receivables and other income of Hunt Oil Company of Peru LLC, Sucursal del Peru for US$ 150 million./li>

Structured finance:

• Participation in the structuring and design of a US$ 500 million international securitization originated by Banco de Credito del Peru and issued by CCR Inc. (SPV) through CCR Inc. Mt-100 Payment Rights Master Trust in connection with SWIFT message MT-103 foreign remittances. The aforementioned international issuance was structured in pursuance with Rule 144/A S regulation and guaranteed by AMBAC.
  
• Participation on a US$ 411 million international syndicated financing for Compañia Minera Antamina S.A., by means of the execution of a Senior Revolving Credit Facility.
  
• Participation in a US$ 35 million syndicated financing for Gas Natural de Lima y Callao S.A. (Suez Energy), in connection to the development of the distribution system of the Camisea Gas to Lima and Callao.
  
• Participation and leadership in the structuring, design and negotiation of a US$ 380 million international securitization originated by Banco de Credito del Peru and issued by CCR Inc. (SPV) by means of the CCR Inc. MT-100 Payment Rights Master Trust for in connection with SWIFT message MT-103 foreign remittances. The issuance was arranged in pursuance with Rule 144A/ S regulation guaranteed by AMBAC, and rated by Standard & Poor’s and Moody’s. The note was registered by DTC (Depositary Trust Company) and Euroclear Bank S.A./N.V. and Clearstream Internacional S.A.
  
• Participation and leadership in the structuring, design and negotiation of a US$ 120 million international subordinated issuance by Banco de Credito del Peru, Panama Branch of Subordinated Negotiable Depositary Certificates under Rule 144A/ S Regulation. The issuance was the first international subordinated note of a Peruvian corporation; the first subordinated debt that is considered for regulatory capital measurement purposes (Basel tier II regulatory capital) for a Peruvian bank; and the first international subordinated issuance of a Peruvian corporation with the same risk rate as a sovereign bond issued by the Peruvian government. The note was registered in New York in DTC and Euroclear Bank S.A. /N.V. and Clearstream Internacional S.A. The note was listed on the Luxemburg Stock Exchange to be offered on the Euro MTF Market.
  
• Participation in a US$ 70 million international syndicated financing for of Red de Energia del Peru S.A., in connection to the Etecen-Etesur Electric Transmission System Concession.
  
• Participation in the privatization process of Empresa de Generacion Electrica Electroandes S.A. and further advisory in the US$ 100 million mid term syndicated loan and advisory regarding the bond corporate program for the same amount.
  
• Participation on the structuring of a US$ 75 million syndicated loan for Consorcio Transmantaro S.A., (Mantaro - Socabaya transmission line BOOT Contract).

M&A:

• Leadership in the negotiation in the sale by Credicorp Ltd. of all of its interest in Banco Capital, a financial institution from El Salvador and also the in the sale of Banco Tequendama, a financial institution from Colombia. The aforementioned sales involved the structuring and negotiation of the stock purchase agreements.
  
• Structuring and leadership during the negotiation process of the share purchase agreement referred to the 100% of the capital stock of Banco Santander Central Hispano – Peru.
  
• Leadership in the merger between Banco Santander Central Hispano – Peru into Banco de Credito del Peru and the regulatory and corporate aspects related thereto. Also led the mergers of Banco Santander Central Hispano – Peru’s subsidiaries into Banco de Credito del Peru’s subsidiaries.
  
• Responsible for the sale process and negotiation of the stock and asset purchase agreement of Corporacion Pesquera San Antonio S.A. by Tecnologica de Alimentos S.A. (TASA).
  
• Responsible for the spin-off and further merger of the most important equity block of Solucion Financiera de Credito del Peru (Peruvian financial institution) by Banco de Credito del Peru.
  
• Responsible of the negotiation and structuring of the stock purchase agreement of the integrity of the capital stock of Novasalud EPS by Pacifico Peruano Suiza Compañia de Seguros y Reaseguros (Insurance Company).
  
• Responsible of designing and structuring the strategy for the purchase and the negotiation of the asset purchase agreement for the acquisition of the 100% loan portfolio of Bank Boston N.A. Lima Branch (Bank of America). This transaction is the most important loan portfolio acquisition in Peru to date.
  
• Responsible for the structuring and design of the strategy for the purchase of the 100% of the capital stock of AFP Union Vida, owed by Grupo Santander Peru S.A., by Prima AFP (Pension Fund Company). The assignment included the legal due diligence of AFP Union Vida and the negotiation of the stock purchase agreement.

Capital markets:

• Structuring of Minera Yanacocha S.R.L. first Corporate Bond Program for up to US$ 200 million.
  
• Structuring of Cementos Pacasmayo S.A.A. Corporate Bond Program for up to US$ 80 million.
  
• Structuring of the Cahua S.A. Corporate Bond Program for up to US$ 60 million.
  
• Structuring the first Corporate Bond Program of Red de Energia del Peru S.A. (ISA Colombia) for up to US$ 100 million and also the second Corporate Bond Program for up to US$ 150 million.
  
• Structuring Pluspetrol Camisea S.A. first Debt Instruments Program for up to US$ 250 million.
  
• Structuring of the securitization Bond Program of receivables (vouchers) originated by Financiera CMR S.A. (Saga Falabella) for up to US$ 60 million.
  
• Responsible for the structuring and design of the Tender Offer (OPA) for the acquisition of the 100% of the capital stock of Banco Santander Central Hispano – Peru by Banco de Credito del Peru.
  
• Responsible for the structuring and advisory for the Tender Offer (OPA) aimed at the minority shareholders’ interest of AFP Union Vida by Prima AFP.
  
• Participation in the structuring of the securitization of receivables originated by Drokasa. This securitization was the first one to combine short and mid term financing on the same issuance, by means of the issuance of commercial papers and bonds.

Local and international Lending:

• Structuring, design and negotiation of a US$ 150 million syndicated financing for Sider Peru S.A. (Gerdau S.A.).
  
• Participation in a US$ 50 million syndicated loan structuring for Aguaytia Energy and a second facility for US$ 80 million.
  
• Participation in the structuring a US$ 60 million syndicated loan for Petrobras Energia del Peru S.A. and a second facility for US$ 40 million for the same company.
  
• Participation and advisory on a US 150 million syndicated loan granted to Electricidad de Caracas C.A. (B Loan).
  
• Participation in the structuring and negotiation of an international US$ 40 million syndicated financing for Quilmes International Ltd. (Bermuda).
  
• Participation in the US$ 16.5 million financing for Empresa de Generación Electrica de Guaracachi S.A. (Bolivia).
  
• Adviser for a US$ 40 million loan granted to Cerveceria Modelo C.A. (Venezuela).
  
• Participation and leadership in the structuring and negotiation of the international US$ 100 million securitization process of remittances originated by Banco de Credito del Peru by means of authenticated SWIFT messages MT-100, partially secured by MBIA. This was the second securitization of this kind in Latin America (2000) and the first one carried out in the international market by a Peruvian entity.
  
• Participation in the structuring and international US$ 70 million syndicated financing for Red de Energia del Peru S.A. regarding the Etecen-Etesur Electric Transmission System Concession.
  
• Participation in a US$ 400 million international syndicated financing for Grupo Bimbo S.A. de C.V. (Mexico).
  
• Participation in a US$ 2’425 international syndicated financing for Telefonos de Mexico S.A. de C.V. (Mexico).
  
• Participation in a US$ 250 million international syndicated financing for Comunicaciones Nextel de Mexico S.A. de C.V. (Mexico).
  
• Participation in a US$ 500 million international syndicated financing for America Movil S.A. de C.V. and Sercotel S.A. de C.V. (Mexico).
  
• Participation in a US$ 4’250 million international syndicated financing for PEMEX Project Funding Master Trust (Mexico) guaranteed by Petroleos de Mexico S.A. (PEMEX).
  
• Participation in a US$ 300 million international syndicated financing for Gruma S.A. de C.V. (Mexico).
  
• Participation in a US$ 200 million international syndicated financing for Southern Peru Copper Corporation S.A.
  
• Participation in a US$ 315 million international syndicated financing for Compañia de Telecomunicaciones de Chile S.A. (CTC) (Chile).
  
• Participation and leadership in the structuring and negotiation of a syndicated financing granted to Compañia Minera Ares S.A.C. (Peru) for US$ 70 million and other for US$ 40 million.
  
• Participation in a US$ 60 million international financing for Sadia Internacional Ltd. (Brasil), and other financing with the same characteristics for US$ 80 million, by means of the subscription of an Insured Receivables Purchase Agreement.
  
• Participation in a US$ 50 million international financing for Aracruz Celulose S.A. (Brasil), by means of the subscription of an Export Prepayment Agreement.
  
• Participation in a US$ 480.5 million international syndicated financing for Siderca S.A.I.C. (Argentina).
  
• Participation in a US$ 157 million international syndicated financing for Cerveceria Nacional Dominicana C. por A. (Republica Dominicana).
  
• Participation in a US$ 160 million international syndicated financing for Consorcio Minero S.A. – Cormin (Peru), by means of the subscription of an Uncomitted Credit Agreement.
  
• Participation in a US$ 50 million international syndicated financing for Concepción S.A. (Republica Dominicana).
  
• Participation in a US$ 15 million financing for the Empresa Petrolera Andina S.A. (Bolivia).
  
• Participation in the structuring and financing of two international syndicated loans for Energia del Sur S.A. (Enersur) for US$ 100 million each.
  
• Leadership in the negotiation of a US$ 25 million credit facility granted by the Andean Development Corporation (CAF) to Banco de Credito del Peru.
  
• Leadership in the negotiation of the agreement and political risk insurance policy granted by the Multilateral Guarantee Agency (MIGA) and other related matters.
  
• Leadership in the negotiation of a proposed US$ 30 million (or its equivalent in Nuevos Soles) subordinated loan agreement granted by the Interamerican Investment Corporation (IIC) to Banco de Credito del Peru.

 

Memberships

Lima Bar Association.

 

Languages

Spanish, English.