· Equifax strengthens in Peru
US credit checking agency Equifax has increased its presence in the Peruvian credit data market.
Equifax's Peruvian subsidiary, Equifax del Perú, which operates under the Infocorp brand, bought Peruvian credit data business Acelor on 19 October for an undisclosed amount.
Equifax relied on Rodrigo, Elías & Medrano Abogados, while Estudio Yori Abogados represented Acelor.
Guillermo Puelles, a partner at Rodrigo Elías, says a smooth transition period was necessary to maintain the level of Acelor's services. “The parties had to devise a plan to maintain the quality and terms of client services, while also facilitating the identification and positioning of its new management,” he explains. “It was also important to assess and solve any risks emerging from Acelor’s parent company Certicom, and provide a legally sound acquisition structure in order to achieve an efficient and secure outcome."
Acelor is the credit data subsidiary business of Peruvian company Certicom, Equifax’s main rival in Peru.
Puelles believes the credit data market is expanding in Peru. “It is likely that in the coming years the credit data market will grow as a consequence of increasing numbers of credit and financial businesses in Peru. In addition, the already existing financial institutions are widening their clients bases and offering credit allocations to an increasing number of people,” he says.
Equifax is present in 14 countries. It is one of the largest sources of consumer and commercial data in the world.
Counsel to Equifax and Equifax del Perú
Peru
Rodrigo, Elías & Medrano Abogados
Partner Guillermo Puelles and associates Cecilia O'Neill and Juan Diego de Vinatea
US
Counsel to Certicom and Acelor
Estudio Yori Abogados
Partners Ricardo Yori and Ronald Stambuk and associate Claudia Combe
Latin Lawyer, Published November 2007
· Pesquera Hayduk bounces back
Peruvian fishing group Pesquera Hayduk has secured financing to pay off its bankruptcy debts and buy one of its rivals.
Hayduk, which became insolvent in the late 1990s, secured US$113 million from a syndicate led by the country’s largest commercial bank, Banco de Credito del Perú (BCP). The transaction closed on 4 October.
With the financing, Hayduk has repaid outstanding bankruptcy debts of US$38 million - allowing it to finally exit insolvency proceedings. The loan also covers its acquisition of a major rival, Conservera Garrido, from the Wong Group for US$75 million.
The company celebrated its recovery with a corporate reorganisation. The two family shareholders set up simultaneous mergers and spin-offs, all of which closed on 1 October.
Rebaza, Alcazar & De Las Casas Abogados Financieros advised Hayduk on all the transactions. Partner Gonzalo De Las Casas says Hayduk’s recovery is promising for other Peruvian fishing companies that suffered during the recession of the late 1990s. “Hayduk is one of the first fishing groups to be restructured by creditors under Chapter 11 insolvency rules. After a tough few years, it is good to see the successful recovery of the group,” he notes. The recession hit the fishing industry particularly badly because of the aggravating effect of the El Niño phenomenon - causing temperature fluctuations and fish shortages.
At the start of Hayduk’s insolvency proceedings in 1999 the company’s debts amounted to about US$100 million.
Guillermo Puelles, a partner at Rodrigo, Elías & Medrano Abogados and counsel to the banks, calls the financing transaction “one of the most important and complex in the Peruvian market this year”. Puelles says that the BCP credit agreement was negotiated at the same time as Hayduk’s acquisition of Conservera Garrido, although his firm was not involved in that transaction. “The terms of the sale agreement affected the conditions of the credit deal, requiring us to adapt quickly to changing circumstances and significantly revise some of the original arrangements in place,” Puelles says.
Hayduk’s additional mergers, completed on 1 October, further complicated matters - affecting the security package for the financing.
The financing provided by the banks is currently secured by a collateral trust over Conservera Garrido’s shares - the only security until mortgages over Hayduk’s fishing plants and vessels are registered with Peru’s public registry. Hayduk has also pledged cash from export sales that will be channelled into a special collection account set up for the syndicate. The funds will be released to Hayduk when loan instalments have been siphoned off.
Other members of the BCP financing syndicate include local banks BBVA Banco Continental, Banco Financiero and Banco Interamericano de Finanzas, as well as French bank Natixis.
Guillermo Ferrero, a partner at Estudio Ferrero Abogados, advised on the Conservera Garrido acquisition as counsel for the seller. He says that the sale process was “long and highly competitive, given the large number of bidders interested in buying the company's shares.”
Counsel to Pesquera Hayduk
Rebaza, Alcazar & De Las Casas Abogados Financieros
For the syndicated loan: Partner Rafael Alcázar and associates José Jiménez and Luis Felipe Espinosa
For the acquisition of Conservera Garrido: Partner Gonzalo De Las Casas and associates Renzo Agurto, Alexandra Orbezo and Milagros Goicochea
For the corporate reorganisation: Partners Gonzalo De Las Casas and José Francisco Zaragoza, and associates José Jiménez, Ricardo Cárdenas and Vanessa Teruya
Counsel to Banco de Credito del Perú and the banks
Rodrigo, Elías & Medrano Abogados
Partners Jean Paul Chabaneix and Guillermo Puelles and associate Efrain Salazar
Counsel to Wong Group
Estudio Ferrero Abogados
Partner Guillermo Ferrero A C and associates Rafael Boisset, Augusto Cáceras and Fernando Nuñez
Latin Lawyer, Published November 2007
· América Móvil issues first bonds in Peru
América Móvil Perú, Peru's second largest mobile telephone operator, has issued bonds worth 125 million nuevos soles (US$42 million) - tapping the country's debt market for the first time.
América Móvil Perú, which operates the Claro network, took counsel from Payet Rey Cauvi Abogados, while Rodrigo, Elías & Medrano Abogados assisted the arranger, BBVA Banco Continental.
The issuance, made on 1 October, is the company's first following a shelf bond programme of up to US$200 million.
América Móvil Perú chose to make its first domestic debt issuance through a private placement directed at pension and government funds.
"The company analysed the pros and cons of making a public or private offering, including the size of the markets and the relevant legal issues. In the end it decided to make a private offering, evidencing the increasing attractiveness of this piece of the Peruvian market," says Paul Castritius of Rodrigo Elías.
The issuance is the largest local currency-denominated debt issue made by a non-governmental entity in Peru this year.
Mexican parent company América Móvil acted as guarantor to the issue, giving it the lowest level of risk seen in a 2007 bond issue in Peru aside from those made by financial and multilateral entities.
"América Móvil has a better risk rating than the Republic of Peru," explains Castritius. "The market rewarded this with an interest rate significantly lower than other debt issues commanding a local AAA risk rating."
BBVA Banco Continental is the second largest commercial bank in Peru. BBVA Continental SAB acted as placement agent.
Counsel to América Móvil Perú
Partner Juan Antonio Egüez and Patricio Barrón de Olarte
Counsel to BBVA Banco Continental and BBVA Continental SAB
Partner Maria del Carmen Vega and associate Paul Castritius
Latin Lawyer, Published November 2007
· European Investment Bank finances Telefonica in Peru
On July 17 the European Investment Bank (EIB) granted Telefonica del Peru S.A.A., an outpost of Spain's Telefonica and the largest fixed-line telephone operator in Peru, a €60 million loan. The proceeds of the financing are to used by Telefonica del Peru for the procurement and installation of equipment and systems dedicated to telephone, broadband internet, data transmission and other communication services.
This recent loan was on top of a prior €40 million EIB loan granted to Telefonica Moviles S.A., also an outpost of Telefonica and the leading mobile telephone operator in Peru, in July 2006. This loan was part of an aggregate €180 million EIB financing for an investment program by subsidiaries of Telefonica to design and upgrade digital mobile telecommunications networks in Peru, Colombia and Ecuador.
These loans marked the return of EIB to the Peruvian lending market, from where it had been absent since 1997.
The EIB was created by the Treaty of Rome in 1958 and is owned by the current member states of the European Union. It is the long-term lending bank of the European Union and provides loans to large capital investment projects.
Rodrigo, Elias & Medrano Abogados advised the European Investment Bank in Peru with respect to both loans through partner Jean Paul Chabaneix and associate Cecilia O'Neill. In-house counsel Maria Jose Cerrato also advised the European Investment Bank in Luxembourg.
Telefonica del Peru and Telefonica Moviles took in-house counsel from a team led by Julia Maria Morales and Madeleine Osterling.
· Miner makes record tender offer in Peru
US copper company Freeport-McMoran Copper & Gold has made a tender offer for a Peruvian copper mine worth 3.6 billion Peruvian nuevos soles (US$1.25 billion) - the largest ever tender offer seen in Peru.
Freeport-McMoran was required to buy further shares in Cerro Verde mine as part of its US$25 billion global takeover of the mine’s owner, US metal miner Phelps Dodge.
Eduardo Lopez Sandoval of Rodrigo, Elías & Medrano Abogados acted for Freeport-McMoran in Peru. He says the acquisition was complicated by Peru’s new tender offer regulation.
The company assumed a controlling participation of Cerro Verde when it bought Phelps Dodge earlier this year. Peru’s legal framework states that if a company acquires control of a Peruvian listed business through an indirect acquisition, as Freeport-McMoran did, that company is obliged to launch a tender offer for the outstanding shares in the subsidiary - in this case 24.8 per cent.
But Freeport-McMoran questioned the size of the stake it was required to buy. “We requested that Freeport-McMoran only offer to buy 8 per cent of the mine’s shares as this represents Cerro Verde's free-float - shares not held by Freeport or its strategic partners Sumitomo and Buenaventura,” explains Lopez. “It made little sense to launch a tender offer for 24.8 per cent if the target shareholders only held 8 per cent.”
Lopez says achieving a solution required lengthy negotiations with Peru’s securities authority. ”In the end, the authority opted for a middle ground approach,” he says. The regulator said that Freeport-McMoran should still make a tender offer for 24.8 per cent on the condition that Sumitomo and Buenaventura were excluded from accepting the tender offer.
Freeport-McMoran was required to provide a performance bond guaranteeing its obligation to pay shareholders. The regulator also conceded that Freeport-McMoran was only required to offer collateral of 8 per cent.
“It was a very complicated transaction and highlights the public policy issues that many companies are facing in Peru,” comments Lopez. “A more flexible approach could make the process a lot easier and quicker.”
The offer was made over the Peruvian stock exchange on 1 August. The shares, valued at US$14 each, went for around double, which meant there was some reluctance among the sellers to let go of them, says Lopez.
Banco de Crédito del Peru structured the tender offer and Credibolsa acted as the broker.
Cerro Verde produces 170 tonnes of copper cathodes a day and made a net profit of over US$226 million in the second quarter of 2007.
Counsel to Freeport-McMoran Copper & Gold and Cerro Verde
In-house counsel - José Urrutia and Julia Torreblanca Marmanillo
Peru
Partners Luis Carlos Rodrigo Prado and Jean Paul Chabaneix and associates Eduardo Lopez Sandoval and Juan Diego de Vinatea
US
Partner Tom Roberson and associate Christopher Wappel
Counsel to Banco de Crédito del Perú and Credibolsa
· Trafigura secures loan for Peru unit
Netherlands-based commodities trading group Trafigura Beheer has secured a US$200 million loan facility for its Peruvian affiliate, mining services provider Consorcio Minero - Cormin.
The one-year revolving borrowing base facility is backed by a security package of metal ores from the company’s inventory, as well as cash and debt collection rights.
The loan was arranged by French bank Natixis and Fortis Bank, based in Belgium and the Netherlands. The facility was syndicated to a pool of six banks: Bayerische Hypo-und Vereinsbank, Crédit Agricole Switzerland, Crédit Suisse, ScotiaBank Peru, Société Générale and Standard Chartered Bank.
Gino Sangalli of Rodrigo, Elías & Medrano Abogados, counsel to Trafigura and Cormin, says that the transaction allowed Cormin to refinance and increase its US$160 million prior borrowing base facility from BNP Paribas.
Enrique Felices, a partner at Miranda & Amado Abogados, and counsel to the banks says the transaction was complicated by a tight timeframe and "multi-jurisdictional contractual arrangements aimed at providing the most efficient tax and cost structure."
Rafael Lengua, an associate at the same firm, says that secured borrowing base facilities are extensively used worldwide in the mining and natural resources sector. "This one was tailored to allow a reduction in financing costs for Cormin, while leaving the lenders with an attractive deal in risk and reward terms," Lengua says.
Cormin has companies in Peru, Chile, Mexico and Bolivia – providing logistical support for mining activities along the Pacific coast. In Peru, it operates climate controlled warehousing in the Callao port district of Lima for the handling and storage of lead concentrates.
The company has similar but smaller warehouses in Copiapó in Chile and in Mexico.
Trafigura is one of the largest independent commodity trading companies in the world, specialising in oil, minerals and metals. In the last five years its turnover has grown from US$9 billion in 2002 to US$45 billion in 2006.
Counsel to Trafigura Beheer and Consorcio Minero
Partners Gino Sangalli and Humberto Medrano
Counsel to Natixis and Fortis Bank
Netherlands
The firm did not wish to publish the names of lawyers on the deal
Peru
Partners Enrique Felices and Rocio Liu and associates Rafael Lengua and Mauricio Balbi
Counsel to BNP Paribas
Partners Ricardo Escobar
· AIM attracts more Peruvian miners
International Consolidated Minerals - ICM -, a holding company for Latin American mining assets, has listed on the London Stock Exchange.
In a reverse takeover deal, Platinum Diversified Mining, a publicly listed vehicle created to invest in businesses operating in Latin America's mining sector acquired ICM and began trading on AIM, the Alternative Investment Market of London's stock exchange on 21 August, the offering closed on 13 September.
The public bought 30 million ordinary shares in the company, along with 650,000 warrants which entitle the holders to buy shares at a specified price on a later date. Trading prices were between US$7 and US$8 per share, valuing ICM at around US$240 million.
Partner Alfonso Montoya of Rodrigo, Elías & Medrano Abogados in Peru says, "London listings are quickly becoming a serious alternative for Peruvian mining assets. Peruvian mining company Hochschild showed the way in November with an initial public offering on the London Stock Exchange. ICM targeted AIM and we expect other Peruvian companies to follow in their paths."
At the time of the Hochschild float, Charlie Jacobs of Linklaters commented, "London is home for mining companies," as reported in LATINLAWYER here. London provides an optimal point of access to an investor base which is knowledgeable in mining companies and projects.
UK counsel to Platinum, Lena Hodge, head of corporate finance at Mintz, Levin, Cohn, Ferris, Glasky & Popeo Intellectual Property LLP, said that the transaction highlights how global AIM has become as an exchange.
ICM's main asset is the Pachapaqui mine in Peru's Bolognesi province, north of Lima. The mine consists of over thirty consolidated concessions in the Huayhuash mountain range, covering some 2,200 hectares, and yielding copper, lead, silver and zinc.
ICM will use the float's proceeds to fund the mine and invest in further exploration in the region.
AIM is a sub market of the London Stock Exchange that is used by small and growing companies to list.
Counsel to International Consolidated Minerals
Peru
Partners Luis Carlos Rodrigo Prado and Alfonso Montoya and associates Ursula Zavala and Claudio Ferrero
UK
Partners Pawan Sharma and Sharon White and associates Nicole Gyring-Nielsen, James Woodgate and Kathryn Brogan
Counsel to Platinum Diversified Mining
Peru
Partner Fernando Pickman
UK
-
Mintz, Levin, Cohn, Ferris, Glasky & Popeo Intellectual Property LLP
Partner Lena Hodge
-
Hunton & Williams
Partner Paul Tetlow
· Siemens completes acquisition of Bayer's diagnostics business in Peru
Siemens, through the Peruvian branch of its Colombian subsidiary Siemens Medical Solutions Diagnostics Ltda., has completed the acquisition of the diagnostics business of Bayer in Peru. The Peruvian agreements were executed on January 2 and the acquisition closed on July 1 in Peru, as part of Siemens' €4.2 billion global acquisition of Bayer's diagnostics division encompassing more than 40 jurisdictions in total.
Bayer's diagnostics business offers a comprehensive portfolio of in-vitro diagnostic products for evaluating and monitoring the therapy of a wide array of illnesses, including cardiovascular disorders, kidney ailments, cancer and diabetes.
The global acquisition turns Siemens Medical Solutions Diagnostics into the second largest player in the worldwide immunodiagnostics market, bringing together the entire medical imaging, laboratory diagnostics and clinical IT value chain under one roof.
Siemens is a global powerhouse in electrical engineering and electronics, with around 475,000 employees and a history going back more than 150 years. Through its medical solutions division it is one of the world's largest suppliers to the healthcare industry and now becomes the first full service diagnostics company.
Rodrigo, Elias & Medrano Abogados advised Siemens in Peru through partner Jean Paul Chabaneix and associate Fernando Hurtado de Mendoza. In-house counsel Gustavo Leo and Juan Guillermo Franco also advised Siemens in Peru and Colombia, respectively. Freshfields Bruckhaus Deringer was Siemens' international counsel through a large team led by partners Axel Epe and Barbara Keil in Munich.
Bayer took counsel in Peru from Payet, Rey, Cauvi Abogados, through partner Juan Antonio Eguez. Hengeler Mueller was Bayer's international counsel through a team led by partners Matthias Hentzen, Christian Moller and Jochen Vetter in Dusseldorf.
· Peruvian market research and public opinion industry finds new leader in Ipsos
Grupo Apoyo, a leading Peruvian conglomerate of professional services, has sold a controlling interest in Peruvian market research and public opinion company Apoyo Opinion y Mercado to Paris-based Ipsos for an undisclosed amount. The sale was announced on February 15 and Ipsos Apoyo Opinion y Mercado was launched on June 19.
The sale included an authorization for Apoyo Opinion y Mercado to continue using the Apoyo brand. Management retains a significant stake in the company.
Apoyo Opinion y Mercado was created over 20 years ago as the market and opinion division of Grupo Apoyo. It is reportedly the largest market research and public opinion company in the Andean region, operating in Peru, Ecuador and Bolivia, and one of the most prestigious in Latin America. It leads the Peruvian market with a 30% share.
Ipsos is the third-largest market research company in the world, with over €850 million total revenues in 2006. It now has offices in 13 countries in Latin America alone and is the industry leader in the region.
Eduardo Lopez, of Rodrigo, Elias & Medrano Abogados, commented: "The dynamics of the negotiations were interesting. Unlike typical M&A deals, in this case all players had a particular interest in the target going forward. Management had equity risk and employment performance matters to consider, while the seller had to deal with reputational risk to its flagship Apoyo brand."
Grupo Apoyo and management took counsel from Rodrigo, Elias & Medrano Abogados through attorneys Jean Paul Chabaneix, Eduardo Lopez and Nicolas Cornejo in M&A matters, Jose Balta in labor matters and Alex Cordova in tax matters. In-house counsel Gisella Zegarra also advised Grupo Apoyo.
Ipsos was advised by Estudio Echecopar through attorneys Rafael Picasso and Monica Llosa. In-house counsel Jan Koller also advised Ipsos.
· Rodrigo, Elias & Medrano appoints two new partners
Rodrigo, Elias & Medrano Abogados promoted associates Alfonso Montoya and Fabrizio Castellano to the partnership effective July 1
Founding partner Humberto Medrano said "these promotions follow a philosophy of openness and participation which Rodrigo, Elias & Medrano Abogados has had with associates and, at the same time, strengthen the Mining and the Litigation and Arbitration Groups to consolidate the leadership which Rodrigo, Elias & Medrano Abogados has in them in the Peruvian legal market."
Alfonso Montoya is a member of the Mining Group and has ample experience in contracting and financing of mining exploration and exploitation activities, corporate law and mergers and acquisitions of mining companies. He is a graduate of the Catholic University of Peru School of Law and of the LL.M. program of Yale University School of Law.
Fabrizio Castellano is part of the Litigation and Arbitration Group. He has vast experience in litigation, criminal and constitutional law and arbitration. He is a graduate of the Catholic University of Peru School of Law and has taken specialization courses at the University of Buenos Aires School of Law.
· Peruvian mining company follows IPO path to London
Peruvian mining company Minera IRL S.A. has raised £11.4 million in an initial public offering (IPO) in London Stock Exchange's AIM market through the successful placement of shares of its Jersey-registered parent company Minera IRL Limited. The placing gave Minera IRL an initial market capitalization of £27.8 million. The IPO closed in April.
Minera IRL is a precious metals mining company with assets in Peru, Argentina and Chile. Its three most advanced projects are gold projects Corihuarmi and Ollachea in Peru and gold and silver project Jaguelito in Argentina. Corihuarmi is in its development stage and gold production is scheduled for the beginning of 2008. The funds raised in the IPO will be used mainly to fund the construction of the Corihuarmi gold mine and to advance exploration and feasibility studies in Minera IRL's other projects.
Luis Carlos Rodrigo P., of Rodrigo, Elias & Medrano Abogados, commented: “London is quickly becoming a serious alternative for Peruvian mining companies looking to raise money through equity placements. Peruvian mining company Hochschild showed the way in November with an IPO in the London Stock Exchange and Minera IRL aimed for the AIM market. We expect others to follow their path to London.”
Arbuthnot Securities Limited acted as nominated advisor and broker to Minera IRL.
Minera IRL took counsel in Peru from Rodrigo, Elias & Medrano Abogados, through partner Luis Carlos Rodrigo P. and associate Francisco Tong, Liliana Mavila and Nino Coppero. Associates Jean Carlo Servan advised on labor matters, Raul Hidalgo advised on tax matters and Ursula Zavala advised on environmental matters.
Fasken Martineau Stringer Saul LLP, the London office of Canada's Fasken Martineau DuMoulin LLP, acted as U.K. counsel to Minera IRL through a team comprised of attorneys Mark A. Camilleri, Dimitri P. Cavvadas and Annelis Barradale.
· Royal & Sun Alliance completes Peruvian exit through MBO
Following the divestiture of its Peruvian life and general insurance companies in 2004, U.K. insurance group Royal & Sun Alliance has sold its controlling stake in its remaining non-insurance Peruvian subsidiary Servicios e Inversiones Fenper through a management buyout (MBO) for an undisclosed amount. The sale closed on March 31.
The 2004 divestitures carved out certain real estate and other excluded assets, including a shopping mall in a key growth area north of Lima, and transferred them to Fenper. The sale of Fenper completes Royal & Sun Alliance's exit from Peru.
Royal & Sun Alliance is a FTSE 100 company listed on the London Stock Exchange which traces its roots back to 1710. Over the last several years it has focused on general insurance and exited from a number of countries as part of a significant group restructuring.
Royal & Sun Alliance was advised by Rodrigo, Elias & Medrano Abogados through partner Jorge Velarde and associate Cecilia O'Neill in M&A matters and associates Jose Chiarella and Andrea Madueño in tax matters. In-house counsel Juan Ignacio Alvarez also advised Royal & Sun Alliance from Chile.
Fenper's purchasing management took counsel from Sparrow, Hundskopf & Villanueva Abogados through name partner Alberto Sparrow.
· Titan Europe rolls on to Peru and Chile
U.K.-based Titan Europe plc, listed in the AIM Market of the London Stock Exchange, has acquired Aros del Pacifico S.A. in Chile and its affiliate Aros del Pacifico S.A.C. in Peru for an aggregate cash consideration of US$2.45 million. The acquisition closed on March 30.
Titan Europe is an international group of companies manufacturing wheels, undercarriage components and assemblies for tracked and wheeled 'off-road' vehicles, including machines for the agricultural, construction, military and mining industries, with manufacturing facilities in Australia, Brazil, China, France, Germany, India, Italy, Spain, the U.K. and the United States. Its preliminary 2006 results show an annual turnover of £368 million. Aros del Pacifico manufactures wheels and sells wheels and tires, mainly to the mining industry in Peru and Chile.
Titan Europe took counsel in Peru from Rodrigo, Elias & Medrano Abogados through attorneys Jean Paul Chabaneix and Jorge Trelles.
Morales, Noguera, Valdivieso & Besa Abogados acted as Chilean counsel to Titan Europe through attorneys Guillermo Morales, Jose Ignacio Concha and Alejandro Rojas.
HBJ Gateley Wareing LLP advised Titan Europe in the U.K. through attorneys Katie Silvester and Philip Round.
The selling shareholders were advised in Peru by Carlos Rodriguez at Rodriguez Infantes and in Chile by Ramon Ossa at Ossa & Cia.
· Sale of 100% of Peru's Consorcio Transmantaro goes to Colombia
After successful concurrent but independent negotiations, Canadian power company Hydro-Quebec, Quebec-based Solidarity Fund QFL (Quebec Federation of Labor) and Peru's state-owned Empresa de Transmision Electrica Centro Norte S.A. (ETECEN) have sold 100% of Peruvian power transmission company Consorcio Transmantaro S.A. to Colombian companies Interconexion Electrica S.A. (ISA) and Empresa de Energia de Bogota S.A., for an aggregate US$117.7 million.
Hydro-Quebec, through its wholly-owned subsidiary Hydro-Quebec International, kick-started the process on May 23 with the sale of its 57% stake in Consorcio Transmantaro for US$67 million, after a competitive bidding process. This is in line with Hydro-Quebec's continuing strategy of divesting its international assets to focus on its domestic operations. Hydro-Quebec generates, transmits and distributes power, mainly using renewable energy sources, and through its TransEnergie division operates the most extensive transmission system in North America.
Solidarity Fund QFL followed by selling its 28% shareholding in Consorcio Transmantaro for US$33 million. Solidarity Fund QFL is a development capital fund which channels the savings of Quebecers into investments in small and medium-sized businesses. It has over C$6.6 billion of assets and is a partner, either directly or through its network members, in over 1,600 companies.
In parallel, the Peruvian Private Investment Promotion Agency (ProInversion) launched the privatization process to sell ETECEN's 15% stake in Consorcio Transmantaro. ProInversion awarded the shares to ISA and Empresa de Energia de Bogota on September 14 for US$17.7 million, above the minimum asking price of US$15.2 million.
The Hydro-Quebec, Solidarity Fund QFL and ETECEN sales closed independently in December, after all regulatory approvals were obtained. In particular, the acquisitions required the prior approval of INDECOPI, the Peruvian antitrust authority, given that ISA and Empresa de Energia de Bogota already participated in the power transmission industry in Peru through Red de Energia del Peru. Antitrust approvals are not required in Peru outside of the power generation, transmission and distribution industries.
The shares of Consorcio Transmantaro were acquired 60% by ISA and 40% by Empresa de Energia de Bogota, following an identical shareholding structure in their prior Peruvian joint venture Red de Energia del Peru. Consorcio Transmantaro and Red de Energia del Peru control approximately 85% of the Peruvian power transmission market.
Jean Paul Chabaneix, of Rodrigo, Elias & Medrano Abogados, commented: "Coordinated structures and timing were the critical issues in this deal. Three simultaneous but independent transactions had to be structured and undertaken in a manner which allowed the acquirers to consolidate 100% ownership of Consorcio Transmantaro with the least possible completion risk. To complicate matters further, one of the sale processes was a privatization and the overall acquisition required a prior antitrust approval, which is uncommon in Peruvian M&A deals. It took a great deal of collaboration among all parties involved to achieve a successful result."
Consorcio Transmantaro holds the 33-year concession to operate a 603 kilometers, 220 kV transmission line between Mantaro and Socabaya in Peru, along the Andean mountains, interconnecting the main Peruvian transmission subsystems. The concession was awarded by the Peruvian government early in 1998 following an international bidding process. Consorcio Transmantaro began commercial operations in October 2000 after concluding the construction phase of the transmission line.
ISA is Colombia's largest energy provider and a leading power transmission company in South America, with almost 36,000 kilometers of high-voltage lines and international interconnections linking Colombia and Venezuela, Colombia and Ecuador, and Peru and Ecuador. Empresa de Energia de Bogota is one of the biggest companies in Colombia, holding the largest Colombian power distribution operation, the second largest Colombian power generation operation and a significant presence in the local natural gas industry.
Hydro-Quebec and Solidarity Fund QFL took counsel in Peru from Rodrigo, Elias & Medrano Abogados through attorneys Jean Paul Chabaneix, Luis Enrique Palacios and Efrain Salazar.
Davies, Ward, Phillips & Vineberg LLP acted as Canadian and U.S. counsel to Hydro-Quebec and Solidarity Fund QFL through a team led by partners David Torralbo and Elliot Greenstone in Montreal and Steven Levin in New York. In-house counsel Jean Rajotte and Michel Dorion also advised Hydro-Quebec and Solidarity Fund QFL, respectively.
ISA and Empresa de Energia de Bogota were advised in Peru by name partner Roberto Santivañez and associate Eduardo Quintana of Lema, Solari & Santivañez Abogados. Chadbourne & Parke LLP acted as their U.S. counsel through a team led by Latin America counsel Carlos Albarracin.
· Impregilo and Acea reduce majority in Consorcio Agua Azul in Peru
Italian companies Impregilo S.p.A. and Acea S.p.A. have sold 39% of the shareholding of Consorcio Agua Azul S.A., a Peruvian concessionaire company, to Peruvian shareholder Inversiones Liquidas S.A.C. and to a local investment fund managed by AC Capitales SAFI S.A. for an undisclosed amount. The agreements were executed on October 9 and the sale closed on December 21.
The sale of the 39% stake in Consorcio Agua Azul was made in equal shares between Impregilo, through its subsidiary Impregilo International Infrastructures N.V., and Acea. Impregilo and Acea retain 51% of the shares of Consorcio Agua Azul.
The Infrastructure, Public Utilities and Natural Resources Investment Fund, managed by AC Capitales SAFI, acquired 29% of the shareholding of Consorcio Agua Azul and Inversiones Liquidas acquired the remaining 10%, which adds to its initial 10%. Subject to certain conditions, Inversiones Liquidas has an option to acquire 4.5% of Consorcio Agua Azul from the investment fund.
Juan del Busto, of Rodrigo, Elias & Medrano Abogados, commented: "This deal allows Impregilo and Acea to partially monetize their investment in Consorcio Agua Azul without losing the majority shareholding in the company. Bringing the investment fund managed by AC Capitales SAFI onboard and increasing the stake of Inversiones Liquidas, however, required renegotiating the management terms of Consorcio Agua Azul in light of the new shareholding structure."
Consorcio Agua Azul has the concession to use the surface and underground waters of the Chillon River basin, north of Lima, until 2027 under a BOT (build, operate, transfer) contract entered into with the Peruvian government. The concession consists in the collection, treatment and delivery of waters to Sedapal, the state-owned distribution company, to supply approximately 800,000 people.
Impregilo is the leading Italian engineering and general contracting group in the construction and environmental sectors. Through its concessions business unit, Impregilo manages services concessions such as motorways, airports, water treatment and distribution and power generation from renewable sources. Acea is a public utility leader in Italy, focused mainly on energy and water, and operates in the generation, transmission, sale and distribution of power, public lighting and management of integrated water services. Both companies are listed in the Milan Stock Exchange.
Rodrigo, Elias & Medrano Abogados advised Impregilo and Acea through attorneys Juan del Busto and Veronica Sattler. Maria del Carmen Vega advised on foreign investment matters and Tulio Tartarini and Andrea Madueño advised on tax matters. In-house counsel Vittorio Corra and Maria Maura Fiaschi also advised Impregilo and Acea, respectively.
AC Capitales SAFI took counsel from Payet, Rey, Cauvi Abogados, through attorney Juan Antonio Eguez.
Inversiones Liquidas was advised by Estudio Echecopar, through attorney Rafael Picasso.
· Developments at main promoter of housing financing in Peru
Canadian mining company Teck Cominco Limited sold its remaining 25% equity stake in Minas Poracota S.A. to Compañia de Minas Buenaventura S.A.A., a Peruvian mining company listed in the New York and Lima Stock Exchanges, for an undisclosed amount. The sale closed on November 10.
Buenaventura consolidated 100% of Minas Poracota, which owns the Poracota Gold Project located in Arequipa in southern Peru, after having previously acquired from Teck Cominco and Southwestern Resources Corp., another Canadian mining company, an aggregate 75% equity stake in Minas Poracota between December 2005 and January 2006.
Teck Cominco is a world leader in the production of zinc and metallurgical coal and is a significant producer of copper, gold and specialty metals, with assets of approximately C$9 billion. It is listed in the Toronto Stock Exchange.
Compañia de Minas Buenaventura is one of the main gold and silver producers in the world and owns an important stake in Minera Yanacocha, Latin America’s largest gold mine and the most profitable in the world.
Teck Cominco took counsel from Rodrigo, Elias & Medrano Abogados, through partner Luis Carlos Rodrigo P. and associate Jorge Benavides. In-house counsel Anthony Zuobkoff also advised Teck Cominco.
Buenaventura was advised by in-house counsel Jose Malca.
· Developments at main promoter of housing financing in Peru
Fondo MIVIVIENDA S.A., the main vehicle of the Peruvian government dedicated to promoting the financing of housing in Peru, has successfully concluded the transformation of its legal structure and the implementation of a new scheme to promote housing financing. Loans in excess of US$700 million have been funded in Peru through Fondo MIVIVIENDA's program of mortgage-backed loans.
Originally Fondo MIVIVIENDA funded participating financial institutions, which in turn funded the public through mortgage-backed loans with particular characteristics, such as a partial credit guarantee in favor of the participating financial institutions and a timely-payment incentive to the final debtors, which could amount to a 20% debt reduction. Over time this could have generated liquidity problems to Fondo MIVIVIENDA given that its funds and its ability to make its assets liquid were limited.
The implemented new scheme, designed for participating financial institutions with long-term funding capacity, consists of Fondo MIVIVIENDA continuing to grant the partial credit guarantee and the timely-payment incentive through special-purpose trusts but mortgage-backed loans being funded by the participating financial institutions themselves. This new scheme was gradually implemented in the second half of 2006 and, for a greater protection of the Peruvian government, included the passing of a law transforming Fondo MIVIVIENDA into a limited liability vehicle.
Guillermo Puelles, of Rodrigo, Elias & Medrano Abogados, said: "The implementation of the new scheme promoting housing financing meant a change in the obligations and liabilities of Fondo MIVIVIENDA and of the participating financial institutions, which required intensive negotiations in order to adequately protect the interests of each party. The participation of financial institutions in the new scheme shows the effectiveness of the legal formulas used."
Juan del Busto, of Rodrigo, Elias & Medrano Abogados, commented: "The transformation of Fondo MIVIVIENDA primarily consisted of subjecting it to law applicable to Peruvian corporations, because its legal structure was created by a particular law which had some loopholes. In this way, Fondo MIVIVIENDA was given a legal structure known to market agents, which affords trustworthiness to its ability to assume and secure obligations and liabilities under the new scheme to promote housing financing."
Paul Castritius, of Rodrigo, Elias & Medrano Abogados, added: "The transformation of Fondo MIVIVIENDA also involved its formal entrance into the Peruvian financial system and its resulting submittal to the authority of the financial regulator. Fondo MIVIVIENDA has been granted the legal ability to assume roles previously reserved to other institutions, such as acting as trustee in trust transactions, which enables the structuring of more efficient schemes without resorting to third parties for actions which Fondo MIVIVIENDA itself can now undertake. All of this required a great effort at a regulatory level."
In the transformation of its legal structure and the design and implementation of its new scheme to promote housing financing, Fondo MIVIVIENDA was advised by Rodrigo, Elias & Medrano Abogados, through partners Juan del Busto, Maria del Carmen Vega, Alex Cordova and Guillermo Puelles and associates Paul Castritius, Liliana Mavila and Jorge Trelles.
· Acquisition of micro-financing institution closes in Peru
Peruvian leading micro-finance financial institution Edpyme Edyficar has acquired 100% of the shares of Edpyme Crear Cusco, a micro-financing institution based in Cusco, the historical capital of Peru, for an undisclosed amount. The acquisition closed on November 17.
Edpyme Edyficar intends to merge with Edpyme Crear Cusco, for which a shareholder vote is expected to take place on December 8. The merger has been approved by the Peruvian banking regulator.
Jean Paul Chabaneix, of Rodrigo, Elias & Medrano Abogados, commented: "Peru's is one of the most developed micro-finance markets in Latin America. That said, micro-financing is still a fairly fragmented industry in Peru and it is only natural that consolidation occurs as scale and geographical coverage is sought. We expect additional micro-finance-related deals to take place in the not-so-distant-future".
Edpyme Edyficar is the largest in the edpyme category of the Peruvian micro-financing sector, with a loan market share of over 30% among edpymes, but had yet to have a presence in Cusco. It provides basic credit services to low-income populations in Peru and serves over 35,000 clients, of whom about 30% live below Peru's poverty line. Its main product lines are working capital loans and business improvement loans.
Edpyme Crear Cusco services the city of Cusco and other important commercial areas in the region.
Rodrigo, Elias & Medrano Abogados advised Edpyme Crear Cusco and its selling shareholders through attorney Jean Paul Chabaneix.
Edpyme Edyficar took counsel from solo practitioner Victor Larrea.
· Supply chain manager buys in Peru, Ecuador and Bolivia
In an effort to expand in the Latin American market, Bremen, Germany-based Cool Chain Group has acquired a 65% controlling stake in Peruvian company Aimar S.A.C., a network of dry cargo freight forwarding with presence in Peru, Ecuador and Bolivia, for an undisclosed amount. The acquisition closed on November 9.
Aimar has offices in Lima in Peru, Quito and Guayaquil in Ecuador and La Paz and Santa Cruz in Bolivia. The acquisition includes 50% and 64% indirect stakes in Aimar's Ecuadorian and Bolivian subsidiaries, respectively.
Cool Chain Group is a global network of operations dedicated to managing the supply chain of temperature-sensitive goods. Its services cover the supply chain for perishable goods by ocean, air and truck from source to destination in order to maintain product quality and increase shelf life. Cool Chain Group intends to add its perishable logistics expertise to Aimar's dry cargo services.
Cool Chain Group took counsel from Rodrigo, Elias & Medrano Abogados, through attorneys Jean Paul Chabaneix, Cecilia O'Neill and Efrain Salazar. In-house counsel Kerstin Belgardt also advised Cool Chain Group.
Aimar's selling shareholders were advised by Muñiz, Ramirez, Perez-Taiman & Luna-Victoria Abogados, through attorney Fernando Martinot.
· BBVA Banco Continental finances Tecpetrol in Peru
BBVA Banco Continental has granted a financing facility of US$35 million to Tecpetrol del Peru S.A.C., which may be increased up to an aggregate of US$50 million if it is syndicated. The credit agreement was executed on August 29 and the initial disbursement of US$35 million occurred on September 7.
The financing facility is secured with the collateral assignment of the rights to a pass-through account of certain revenues from sales of natural gas, gas liquids and hydrocarbons extracted from the fields located in Block 88 and which comprise the Camisea Project in Peru.
Tecpetrol del Peru participates as non-operating partner of Camisea and, through the Argentine oil and gas exploration and production company Tecpetrol, is part of the Energy Division of the Techint Group.
According to PeruPetro, the Peruvian state company responsible for promoting investment in hydrocarbon exploration and exploitation, the proven hydrocarbon reserves in the Camisea fields are 8.12 trillion cubic feet of natural gas and 516.92 million barrels of gas liquids.
Rodrigo, Elias & Medrano Abogados advised BBVA Banco Continental through partner Gino Sangalli and associates Liliana Mavila and Fernando Hurtado de Mendoza. In-house counsel Fernando Vega and Barbara Castro also advised BBVA Banco Continental.
Tecpetrol took counsel from Ludowieg, Andrade & Asociados, through partner Rosa Maria Ludowieg.
· Yanacocha makes US$200 million bond shelf registration and places US$100 million
Minera Yanacocha S.R.L., the largest gold producer in South America, has registered a bond program of up to US$200 million with the Peruvian securities regulator and placed US$100 million of bonds in the local market on July 26. The initial placement was twice oversubscribed with purchase offers of almost US$208 million. This is the first time that Yanacocha taps the Peruvian bond market.
The bonds are unsecured but, jointly with a US$100 million financing facility from a syndicate of Peruvian banks closed in May, benefit from an escrow pass-through account of all export revenues of mineral from Yanacocha's current projects.
US$58 million of the initial bonds were placed at a fixed rate of 7% and US$42 million were placed at a variable rate of LIBOR plus 1.4375%. The bonds have a 10-year maturity, including a 4-year grace period.
Yanacocha is located in the region of Cajamarca in northern Peru and is owned 51.35% by Newmont Mining Corporation, a leading gold producer with operations on five continents, 43.65% by Compañia de Minas Buenaventura S.A.A., a Peruvian mining company listed in the New York and Lima Stock Exchanges, and 5% by the World Bank Group's International Finance Corporation (IFC). It is the crown jewel of Newmont's worldwide operations, with significant reserves, high production and low cash costs.
Banco de Credito del Peru acted as structuring entity and Credibolsa acted as placement agent.
Rodrigo, Elias & Medrano Abogados advised Banco de Credito del Peru and Credibolsa through attorneys Jean Paul Chabaneix, Luis Enrique Palacios and Efrain Salazar. In-house counsel Alejandra Agurto and Maria Elena Rosell also advised Banco de Credito del Peru and Credibolsa.
· Trafigura reorganizes shareholding in Compañia Minera Condestable
Trafigura Beheer B.V., parent company of the Trafigura Group, has reorganized its shareholding in Compañia Minera Condestable S.A.A., a Peruvian mining company, through the transfer in the Lima Stock Exchange of 32,443,998 shares, which represent 75.54% of the capital stock, to Urion Worldwide Investments Limited, another company of the Trafigura Group, for approximately US$43 million. The transaction closed on July 14.
Paul Castritius, of Rodrigo, Elias & Medrano Abogados , commented: "The transaction entailed the transfer of legal ownership of a controlling stake in Compañia Minera Condestable S.A.A. and could be completed without launching a public tender offer (OPA) under an exception contemplated in OPA regulations recently enacted. Given that the transaction was to be supervised by the regulator after the fact, it was necessary to pay special attention to the strict compliance of applicable standards and criteria".
The Trafigura Group is one of the largest independent commodity trading groups in the world, with global net trading turnover for the last five years in excess of US$17.6 billion. It already has a strong presence in mineral-rich Peru through regional holding company and mining warehouse Consorcio Minero S.A. - CORMIN and a minority stake in Volcan Compañia Minera S.A.A., a company listed in the Lima Stock Exchange which is the largest zinc producer in Peru and the fourth largest worldwide.
Centura Sociedad Agente de Bolsa S.A. acted as stockbroker.
Trafigura Beheer B.V. and Urion Worldwide Investments Limited took counsel from Rodrigo, Elias & Medrano Abogados through attorney Paul Castritius. In-house counsel Juan Pablo Porto also advised both companies.
Centura Sociedad Agente de Bolsa S.A. was advised by Bellido, Saco-Vertiz & Bellido Abogados through attorney Carlos Saco-Vertiz
· New Callao container terminal in Peru goes to DP World
DP World, through its subsidiary P&O, in consortium with local partner Uniport, won the bidding for the 30-year concession to develop and operate a new container terminal in the Port of Callao, Peru, carried out by the Peruvian Private Investment Promotion Agency (ProInversion) and the Peruvian National Ports Authority (APN). The concession was awarded on June 19 and closing is scheduled for July 19.
In addition to offering the lowest tariff of US$90 per 20-foot container and US$135.18 per 40-foot container, the winner offered US$144 million in additional supplementary investment for common works in the Port of Callao. According to ProInversion, the estimated investment tops an aggregate US$617 million, including US$256 million in the first stage of the project (comprising two berths with 650 meters of quay line), US$217 million in the second stage of the project (comprising a third berth with an additional 310 meters of quay line) and the US$144 million of additional supplementary investment.
The prequalification requirements allowed only the top container terminal operators in the world to bid. Seven bidders prequalified and four submitted bids. Three of them matched the lowest tariff asked by ProInversion and the APN and the concession was awarded to the bidder who offered the highest additional supplementary investment.
DP World, through P&O, will own 70% of the concessionaire and Uniport will own the remaining 30%.
Dependent upon the timing of the relevant permits and approvals, the new facility could be operational in the second half of 2009. Its total capacity is projected to reach 1.35 million TEUs (20-foot equivalent container units).
Callao is the largest and fastest growing container port on the west coast of South America with a compound annual growth rate of over 14% per annum since 2000. The new terminal will become the first facility in the Port of Callao to be equipped with gantry cranes with nine in operation by the completion of the project.
DP World is one of the top three marine terminal operators in the world, with global capacity of 50 million TEUs, and has the widest network of any, with 52 terminals spanning 30 countries and five continents.
Rodrigo, Elias & Medrano Abogados advised DP World, P&O and the winning consortium, Consorcio Terminal Internacional de Contenedores del Callao, through attorneys Jean Paul Chabaneix, Maria Teresa Quiñones, Luis Enrique Palacios and Alejandro Manayalle. P&O also received in-house advice from General Counsel Iain Simm.
ProInversion took counsel from Rossello Abogados through attorneys Hugo Morote and Miguel Angel Ronceros. In-house counsel Ana Sofia Reyna and Niulza Shiroma also advised ProInversion.
· Largest South American gold producer secures US$100 million in Peru
Minera Yanacocha S.R.L., the largest gold producer in South America, secured a US$100 million financing facility from a syndicate of Peruvian banks led by Banco de Credito del Peru and also comprised of BBVA Banco Continental and Banco Wiese Sudameris (now Scotiabank Peru). The credit agreement was executed on May 19 and disbursement occurred on May 24.
The syndicated financing facility is unsecured but benefits from an escrow pass-through account of all export revenues of mineral from Yanacocha's current projects. In advance of Yanacocha tapping the local market again, the escrow account has built-in intercreditor arrangements for Yanacocha to take on certain additional debt under it.
Yanacocha is located in the region of Cajamarca in northern Peru and is owned 51.35% by Newmont Mining Corporation, a leading gold producer with operations on five continents, 43.65% by Compañia de Minas Buenaventura S.A.A., a Peruvian mining company listed in the New York and Lima Stock Exchanges, and 5% by the World Bank Group's International Finance Corporation (IFC). It is the crown jewel of Newmont's worldwide operations, with significant reserves, high production and low cash costs.
Banco de Credito del Peru, BBVA Banco Continental and Scotiabank Peru are the three largest commercial banks in Peru.
Banco de Credito del Peru acted as Administrative Agent and as Intercreditor Agent. Scotiabank Europe plc acted as Escrow Agent.
Rodrigo, Elias & Medrano Abogados advised Banco de Credito del Peru as structuring entity as well as in its roles of Administrative Agent, Intercreditor Agent and lender through attorneys Jean Paul Chabaneix, Luis Enrique Palacios and Efrain Salazar. In-house counsel Diego Peschiera also advised Banco de Credito del Peru.
BBVA Banco Continental was advised by in-house counsel Fernando Vega and Scotiabank Peru was advised by in-house counsel Jorge Paniague.
Yanacocha took counsel in Peru from Estudio Rubio, Leguia, Normand y Asociados, through attorneys Guillermo Acuña and Thomas Thorndike, and from Estudio Aurelio Garcia Sayan Abogados, through attorneys Luis Gastañeta and Gonzalo Raffo. Yanacocha received in-house advice from General Counsel Javier Velarde. Newmont's Associate General Counsel Stephen Gottesfeld also advised Yanacocha.
U.S. counsel for the escrow account was Chadbourne & Parke for Yanacocha, through attorneys Nabil Khodadad and Rubin Weston, and Shearman & Sterling for Scotiabank Europe, through attorneys Ji Hoon Hong and Ilir Mujalovic.
· IFC tops financing to micro-finance financial institution in Peru
The International Finance Corporation (IFC), a member of the World Bank Group, has granted a US$1 million subordinated convertible loan to
Peruvian micro-finance financial institution Edpyme Edyficar on top of the US$3 million secured financing granted in 2004. The subordinated credit agreement was executed on June 24, 2005, and disbursement occurred on May 26.
The subordinated financing is convertible into common shares of Edyficar in full or in part and from time to time until full repayment. IFC's financing will support Edyficar's growth and continued expansion of financial services to underserved populations. IFC is also in parallel supporting Edyficar with technical assistance services to strengthen the company's operations and processes.
Edpyme Edyficar provides basic credit services to low-income populations in Peru. It serves over 35,000 clients, of whom about 30% live below Peru's poverty line. Its main product lines are working capital loans and business improvement loans. IFC's partnership with Edyficar in Peru has helped expand sustainable microenterprise in the country. Edyficar shares IFC's vision of creating the necessary conditions for helping microentrepreneurs further succeed in their projects, and improve the quality of life for their families.
Rodrigo, Elias & Medrano Abogados advised the International Finance Corporation through attorneys Jean Paul Chabaneix, Cecilia O'Neill and Luis Enrique Palacios. In-house counsel Patricia Jungreis Sulser also advised the International Finance Corporation.
· Cerro Verde completes last step in financing of expansion
Peruvian listed company Sociedad Minera Cerro Verde S.A.A. ( SMCV ) has completed the last step in the financing of its sulphide expansion project by successfully placing in the Peruvian market US$ 90 million of secured bonds, as part of a US$ 250 million bond program. The bonds were placed on April 26, at a floating rate of Libor + 160 bps, and shall mature on the earlier of ninety months as of March 20, 2008 or the commercial production start-up date.
The bonds issuance was one of the key components contemplated in the US$ 450 million project debt financing agreements signed by SMCV with a group of lending entities comprised of export credit agencies and international commercial banks on September 2005. The bonds placed, together with the project debt facilities and the US$ 443 million equity financing completed in June 2005, will allow the company to finance the US$ 850 million expansion of its copper mine in southern Peru.
SMCV is the owner and operator of the Cerro Verde copper mine, whose copper production reaches approximately 100,000 tons per year, and is controlled by Phelps Dodge Corporation, the world's largest publicly traded copper producer. The US$ 850 million expansion will permit mining a primary sulphide ore body beneath the oxide ore body currently in production. Through the expansion, approximately one billion tons of sulphide ore reserves averaging 0.51 percent copper will be processed through a new concentrator. After the expansion, copper production is expected to initially approximate 300,000 tons per year.
Citibank del Peru S.A. acted as structuring entity, whereas Citicorp Peru S.A. S.A.B. acted as bondholders' common representative and placement agent.
SMCV and Phelps Dodge Corporation took Peruvian counsel from Rodrigo, Elias & Medrano Abogados, through partner Gino Sangalli and associates Eduardo Lopez and Efrain Salazar.
Phelps Dodge Corporation took New York counsel from Debevoise & Plimpton, through partner Maurizio Levi-Minzi, associates Pierre Maugue and Eva Riesenhuber and international attorney Armando Rivera.
Citibank del Peru S.A. and Citicorp Peru S.A. S.A.B. were both advised by Estudio Echecopar through partner Javier Tovar and associate Pablo Berckholtz.
· Peruvian company becomes the largest fishmeal producer in the world
Tecnologica de Alimentos S.A., a Peruvian fishing company member of Grupo Brescia, acquired 99.99% of the common shares of Grupo Sindicato Pesquero del Peru S.A. (Grupo SIPESA), the largest fishing company in Peru. The purchase price was not disclosed but according to press reports it was US$240 million, including US$140 million in assumed debt. The acquisition closed on April 3.
With this purchase Tecnologica de Alimentos becomes the largest fishmeal producer in the world, with 15 fishmeal plants, no less than 73 vessels and an annual production in excess of 400,000 tons. The Chilean group Angelini, second largest producer in the world, produces around 300,000 tons of fishmeal annually.
Tecnologica de Alimentos took counsel from Rodrigo, Elias & Medrano Abogados through partners Juan del Busto and Guillermo Puelles and associates Veronica Sattler, Gonzalo La Torre, Liliana Mavila, Mauro Ugaz, Ursula Zavala, Fernando Hurtado de Mendoza and Nicolas Cornejo. In-house counsel Luis Fort, Claudia Bianchi and Gonzalo Caillaux also advised Tecnologica de Alimentos.
· Law Firm of the year in Peru
The prestigious British consultant Law Business Research Ltd., specialized in advising on the legal services market around the world, recognized Rodrigo, Elias & Medrano Abogados as “Law Firm of the year 2006” in Peru in its publication “Who’s Who Legal Awards”.
The recognition was the result of an independent analysis and investigation carried out among large corporations and foreign and local investors carrying out business in the country, as well as among the most important Peruvian law firms.
Callum Campbell, editor of “Who’s Who Legal Awards”, pointed out that in the case of Peru it is the first time that a single law firm is unanimously recognized as the leader in all areas of law. He emphasized that his evaluation is based on internationally recognized impartial criteria, which allows them to obtain an accurate picture, free from bias and subjectivity.
This distinction is in addition to the 2006 edition of Chambers and Partners, published in the United States of America and the United Kingdom and globally considered as one of the leading guides on legal services, which again places Rodrigo, Elias & Medrano Abogados in the top tier regarding Finance and Banking Law, Mergers and Acquisitions and Tax Law.
· Leader in the performance of legal services
In its annual evaluation on the market of legal services in the world, the prestigious British consultant Practical Law Company (PLC-UK) placed again Rodrigo, Elías & Medrano Abogados as the leader law firm of Peru in the performance of legal services highly specialized.
In its analysis of the Peruvian legal market, PLC-UK points out that said is more competitive every time for which it demands from the professionals of Law a strict preparation and more specializations.
In that sense, it considers Rodrigo, Elías & Medrano Abogados as a “highly recommended” law firm in areas such as Corporate Law (including mergers and acquisitions), Energy, Financial and Bank Law, Telecommunications, Free Competence, Antitrust, Solution of Conflicts, Intellectual Property, Restructuring Law, Insolvency and Tax Law.
· Latin Lawyer honours Juan Guillermo Lohmann
The prestigious British magazine Latin Lawyer, worldwide considered by large corporations and business men as one of the main guides regarding the performance of legal services, published in its last edition the list of 34 attorneys considered by their clients, contenders and colleagues of the continent as the most prominent specialists in arbitration. In the hard selection appear professionals of Argentina, Brazil, Colombia, Chile, Mexico, Peru and Venezuela.
From Peru appear four attorneys. Juan Guillermo Lohmann, of Rodrigo, Elías & Medrano Abogados; Shoschana Zusman, of Zusman Law Firm; Alfredo Bullard, of Bullard, Falla, Escurra & Rivarola; and Fernando Cantuarias, of Universidad Peruana de Ciencias Aplicadas.
· New honour of Chamber and Partners
The edition 2006 of Chamber and Partners, published in the United States of America and the United Kingdom, and worldwide considered as one of the main guides regarding the performance of legal services, has placed once again Rodrigo, Elías & Medrano Abogados in the first place in the areas of Bank and Financial Law, Mergers and Acquisitions and Tax Law.
Chambers and Partners points out that in the market Rodrigo, Elías & Medrano Abogados is noticed as the most efficient and specialized juridical law firm that could be found in the Peruvian legal scene, due to the high quality of the service rendered by its 75 attorneys in its offices in Lima and Madrid.
It makes special mention of Julio Salas, who is considered as one of the most reputed specialists of the country; Luis Carlos Rodrigo Prado, who is catalogued as a “guru” of mergers and acquisitions in the mining area, Jean Paul Chabaneix, who is marked as a “highly efficient operator who acts free of worry under pressure”; and Humberto Medrano, the most important specialist of the country in the tax area.
· Southwestern Resources and Teck Cominco sell 75% of Minas Poracota
Canadian mining companies Southwestern Resources Corp. and Teck Cominco Limited sold an aggregate 75% equity stake in Minas Poracota S.A. to Compañia de Minas Buenaventura S.A.A., a Peruvian mining company listed in the New York and Lima Stock Exchanges, for an undisclosed amount. The sales closed separately on December 30 and January 2, respectively.
Minas Poracota owns the Poracota Gold Project, located in Arequipa in southern Peru.
Buenaventura exercised call options of Minas Poracota previously granted for 50% by Minera del Suroeste S.A.C., a Peruvian subsidiary of Southwestern Resources, and for 25% by the subsidiary of Teck Cominco in Peru. Teck Cominco retains the remaining 25% of Minas Poracota, which may be increased to 50% or purchased by Buenaventura depending on if a study of the Poracota Gold Project determines an estimated annual minimum production of 300,000 ounces of gold.
Southwestern Resources explores precious and base metals in various countries, particularly in Peru and China. Teck Cominco is a world leader in the production of zinc and metallurgical coal and is a significant producer of copper, gold and specialty metals, with assets of approximately C$8 billion. Both companies are listed in the Toronto Stock Exchange.
Compañia de Minas Buenaventura is one of the main gold and silver producers in the world and owns an important stake in Minera Yanacocha, Latin America's largest gold mine and the most profitable in the world.
Southwestern Resources, Minera del Suroeste and Teck Cominco took counsel from Rodrigo, Elias & Medrano Abogados , through partner Luis Carlos Rodrigo P. and associate Francisco Tong. In-house counsel Thomas Beattie and Anthony Zuobkoff also advised Southwestern Resources and Teck Cominco, respectively.
Buenaventura was advised by in-house counsel Gulnara La Rosa and Jose Malca.
· Mining company Catalina Huanca obtains financing from BWS
Catalina Huanca Sociedad Minera S.A.C., a Peruvian mining company member of the Trafigura Group, obtained a US$5,000,000 financing from Banco Wiese Sudameris, one of the leading banks in Peru. The term of the financing is 4 years. Closing occurred on December 7.
Catalina Huanca is a subsidiary of Compañia Minera Condestable S.A.A., a company listed in the Lima Stock Exchange, dedicated to the extraction and processing of zinc and lead in its mining concessions located in Ayacucho in the Peruvian southern mountains. The proceeds of the financing are to be used for paying a bridge loan and for the investment program related to its mining assets.
The financing was secured with a mortgage of mining rights, the assignment of credits from long-term sale and purchase agreements of mining concentrates, a pledge of shares and a surety bond.
The Trafigura Group is one of the largest independent commodity trading companies in the world, with global net trading turnover for the last five years in excess of US$17.6 billion, and has a growing presence in Peru.
Trafigura, Condestable and Catalina Huanca took counsel from Rodrigo, Elias & Medrano Abogados through partner Gino Sangalli and associate Alfonso Montoya. In-house counsel Alfredo Polo and Luis Miguel Porto also advised Condestable and Catalina Huanca.
Banco Wiese Sudameris was advised by associates Marco Alarcon and Alonso Miranda, of Estudio Echecopar, and in-house counsel Jorge Paniagüe and Maria Mejia.
· Willis completes acquisition of Peruvian leading insurance broking business
Willis Group Holdings (NYSE: WSH), the global insurance broker, has successfully completed the acquisition of both JH Asesores y Corredores de Seguros S.A. (hereinafter, "JH As"), a leading insurance broker in Peru, and its affiliated reinsurance broking company JH Corredores de Reaseguros S.A. (hereinafter, "JH Re"). The involved amount and other specific terms of the deal remain undisclosed.
The transaction closed as expected on 7 December 2005, after receiving the appropriate clearance from the Peruvian Superintendence of Bank and Insurance, and paved the way for Willis Group Holdings to acquire, through its fully owned subsidiary Willis Europe B.V., 99.99% of the share capital of both JH As and JH Re. Former controlling shareholders shall remain leading the local management team of both companies, under the policies and guidelines of the Willis Group. They shall also keep a nominal shareholding stake in compliance with Peruvian regulatory requirements.
Willis Group Holdings is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. With over 300 offices in more than 100 countries, its global team of 15,800 associates serve clients in some 180 countries.
JH As is one of the three largest insurance and reinsurance brokers in Peru, with over US$ 30 million in insurance premiums consistently placed annually. It has an experienced management with more than 25 years in the business, a solid portfolio of clients, and offices in the most important Peruvian cities.
Willis Group Holding took counsel from Rodrigo, Elías & Medrano Abogados , through partner Jorge Velarde and associates Eduardo Lopez and Liliana Mavila. Partner Alex Cordova and associate Gonzalo La Torre advised on tax matters, while partner Jose Balta and associate Mauro Ugaz advised on labour matters.
Willis Group Holding also received in-house counsel from Caroline Trigg-Knight.
JH As took counsel from Estudio Luis Echecopar Garcia through partner Renato Vasquez and associate Agustin de la Puente. It took additional in-house counsel in Peru from Cesar Belaunde.
· Cahua raises US$32 million in the Peruvian bond market
Empresa de Generacion Electrica Cahua S.A., a peruvian power generation company owned by a large Norwegian energy conglomerate, placed US$32 million of secured bonds in the Peruvian market on November 13. The placement was twice oversubscribed with purchase offers in excess of US$66 million. This is the first time that Cahua taps the Peruvian bond market.
The proceeds of the bond issuance will be used to refinance debt and change its profile, assure better coverage ratios and free resources for investments. In 2004 Cahua and its sister company Energia Pacasmayo S.R.L., now merged into Cahua, obtained a US$37 million financing from Banco de Credito del Peru to refinance outstanding local debt. The bonds share the financing's security package, consisting of mortgages over Cahua's generation concessions and other generation assets. A trust over Cahua's cash flows from the sale of power will channel repayment of both the financing and the bonds.
US$8.82 million of the bonds were placed at a fixed rate of 6.8125% and the remaining US$23.18 million were placed at a variable rate of LIBOR plus 1.75%. The bonds have a 10-year maturity.
Banco de Credito del Peru acted as structuring entity and Credibolsa acted as placement agent.
Cahua took counsel from Rodrigo, Elias & Medrano Abogados through partner Jean Paul Chabaneix and associate Eduardo Lopez.
Banco de Credito del Peru was advised by in-house counsel Diego Peschiera and by Miranda & Amado Abogados through partner Enrique Felices and associate Jose Miguel Puiggros.
· Doe Run secures financing to meet environmental obligations
Doe Run Peru S.R.L. secured on December 10 a US$30 million finance facility from Servicios Mineros Integrados S.A.C. (SMI), a member of the Trafigura Group, to be used to meet Doe Run Peru's environmental commitments with the Peruvian Ministry of Energy and Mines. Doe Run Peru owns and operates the La Oroya metallurgical refinery and smelter complex in Peru, one of the most important ones in Latin America.
As consideration for the financing facility, Consorcio Minero S.A. - Cormin, another Peruvian-based member of the Trafigura Group, nailed a zinc and silver concentrates supply contract for 100% of Doe Run Peru's production from its new Ferrites Processing Plant. The finance facility is secured with a mining pledge over Doe Run Peru's ferrites in La Oroya.
Doe Run Peru is a subsidiary of US-based The Doe Run Company, a world-leading provider of premium lead and the largest fully-integrated lead producer in North America. The Trafigura Group is one of the largest independent commodity trading companies in the world, with global net trading turnover for the last five years in excess of US$17.6 billion.
Trafigura, SMI and Cormin took counsel in Peru from Rodrigo, Elias & Medrano Abogados , through partner Guillermo Puelles and associates Francisco Tong and Jorge Trelles. They were also advised in the United Kingdom by solo practitioner Laurence George.
Doe Run Peru retained Estudio Ferrero Abogados in Peru, through partner Guillermo Ferrero and associate Gustavo Miro Quesada, and Salt Lake City, Utah-based P arsons Behle & Latimer in the United States, through partner George M. Flint III.
· BBVA Banco Continental structures Securitized Bonds @VE
BBVA Banco Continental has structured the First Program of Securitized Bonds @VE for an aggregate amount of US$100 million. The first issue of US$50 million was placed on October 27 at an interest rate of Libor + 140 bps with an aggregate demand in excess of US$73 million. The bonds will be registered in the Lima Stock Exchange.
The underlying assets securing the program are Credit Linked Notes (CLN) or Second to Default Credit Linked Notes (2TD CLN) which carry the risk of The Bear Stearns Companies, Inc., parent company of the global investment banking, securities trading and brokerage group Bear Stearns, and the risk of one or more reference entities for each issue. The underlying credit instruments shall be paid as long as the designated reference entities do not incur in credit events (defaults, debt repudiation, moratorium and other previously defined events) and, if they do, then securities issued by the defaulting reference entity shall be delivered in lieu of payment of the credit instruments. The first issue of the program was secured with CLN having the Republic of Peru as reference entity.
Fernando Vega, of BBVA Banco Continental, commented: "The peculiarity of this structured product is that it allows issues against a single trust but each issue retains its legal and financial independence with respect to the specific underlying assets which secure it. The appeal of the first issue of the program, being a bond having the Republic of Peru as reference entity, is that it gives investors higher yields than the references for similar terms in the curve of sovereign bonds of the Republic of Peru and allowed offering a term matching the market's appetite".
Paul Castritius, of Rodrigo, Elias & Medrano Abogados , added: "We used the flexibility afforded by asset securitizations in Peru to create a legal structure allowing the desired financial goals while avoiding unnecessary operating costs. The result was the issuance in the Peruvian public market of a clearly innovative instrument both from a financial perspective and from a legal standpoint".
BBVA Banco Continental acted as arranger, Continental Bolsa SAB S.A. acted as originator and placement agent and Continental Sociedad Titulizadora S.A. acted as trustee. Fernando Vega, Manager of Legal Services of Global Corporate Banking of BBVA Banco Continental, led the legal team.
Rodrigo, Elias & Medrano Abogados advised BBVA Banco Continental, Continental Bolsa SAB S.A. and Continental Sociedad Titulizadora S.A. through partners Maria del Carmen Vega and Alex Cordova and associate Paul Castritius.
· Peru's two largest bottlers merge
After more than 18 months of negotiations between the Lindley family and The Coca Cola Company, on September 19 the shareholders of Corporacion Jose R. Lindley S.A. (JRL) and Embotelladora Latinoamericana S.A. (ELSA) agreed to merge both companies. The merger will become effective November 2, 2005.
JRL is the main bottler of Inca Kola, the lead soft beverage in Peru, and ELSA is the main bottler of Coca Cola in Peru. The resulting entity controls over 60% of the soft beverage market and is the only Coca Cola bottler in the country.
Maria del Carmen Vega, of Rodrigo, Elias & Medrano Abogados, commented: "The merger is the culmination of a series of prior transactions the components of which made it highly complex. Diverse interests had to be simultaneously reconciled, even having to make two public offers for the shares of ELSA at different points in time."
On January 29, 2004, JRL indirectly acquired from Coca Cola Embonor, a Chilean bottler, 60% of the voting shares of ELSA for US$132 million. JRL funded the acquisition through capital contributions from the Lindley family and The Coca Cola Company and a syndicated bank loan for US$90 million granted by Citibank and Standard Chartered.
Because the voting shares of ELSA were listed in the Lima Stock Exchange, Peruvian legislation required that JRL make a public tender offer (OPA) to ELSA's minority shareholders. On June 11, 2004, through its subsidiary Sociedad de Inversiones J.R. Lindley, JRL launched an OPA for up to 14.58% of the voting shares of ELSA and acquired 10.10% for an aggregated price of US$19.58 million.
The negotiations between the Lindley family and The Coca Cola Company continued in the months following the OPA in order to finalize the merger and obtain the consent of Citibank and Standard Chartered. As a result of these negotiations it was agreed to delist the voting shares of ELSA from the Lima Stock Exchange first. On June 21, 2005, ELSA launched a public purchase offer (OPC) for up to 4.48% of its own voting shares and acquired 2.95% for an aggregate price of US$5.70 million, subsequently delisting its voting shares.
Rodrigo, Elias & Medrano Abogados advised the Lindley family, JRL, Sociedad de Inversiones J.R. Lindley and ELSA through partners Julio Salas and Maria del Carmen Vega and associate Jorge Trelles. Partner Alex Cordova and associate Jose Chiarella advised on tax matters. Emilio Rodriguez Larrain provided in-house legal counsel.
The Coca Cola Company took counsel from Berninzon, Loret de Mola & Benavides Abogados through partner Maria Luz Vargas.
Citibank and Standard Chartered took counsel from Miranda & Amado Abogados through partner Juan Luis Avendaño and associate Nathalie Paredes.
· Repsol YPF joins giant Peru LNG and Camisea field gas projects
International oil and gas company Repsol YPF signed a firm agreement to acquire minority interests in the two companies and two blocks comprising the multi-billion-U.S. dollars Peru LNG and Camisea field gas projects from Dallas, Texas-based Hunt Oil Company, for US$325 million. The agreement was signed on July 29.
The agreement contemplates the acquisition by Repsol YPF of:
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a 10% stake in Transportadora de Gas del Peru, concessionaire and operator of the recently-completed gas and liquid pipelines for the transportation of the hydrocarbons from the Camisea field in Peru;
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10% of block 88 in the extensive Camisea field, which currently feeds the gas and liquid pipelines operated by Transportadora de Gas del Peru; and
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10% of block 56 in the extensive Camisea field, which together with block 88 will feed Peru LNG's liquefaction plant.
The agreement also awards Repsol YPF the exclusive distribution of the 4 million tons per year of liquefied natural gas (LNG) estimated to be produced by the first train of the project's liquefaction plant. The offtake arrangement is for 18½ years following the plant's start-up.
Guillermo Puelles of Rodrigo, Elías & Medrano Abogados, commented: The successful evaluation of the Peru LNG project and related upstream assets within a tight schedule was critical for this deal. With Repsol YPF now onboard, both as equity partner and sole distributor of the LNG produced at the Camisea liquefaction facility, Peru LNG has taken a huge leap forward to be first to supply gas to the west coast of North and Central America.
Repsol YPF is one of the ten major private oil companies in the world and the largest private energy company in Latin America in terms of assets. Hunt Oil Company is one of the world's leading independent energy companies.
Repsol YPF took counsel in Peru from Rodrigo, Elías & Medrano Abogados, through partners Juan del Busto, Maria del Carmen Vega and Guillermo Puelles and associates Francisco Tong, Veronica Sattler and Ursula Zavala. Partner Jose Balta advised on labor matters and associate Tulio Tartarini advised on tax matters.
Akin, Gump, Strauss, Hauer & Feld acted as U.S. counsel to Repsol YPF through a team led by partners Scott Arrington and Michael Anthony Nunes and counsel Michael Bolton.
In-house counsel Martin Añez in Spain and Alfredo Gildemeister and Claudia Noriega in Peru also advised Repsol YPF.
· Cerro Verde completes ground-breaking equity financing
Peruvian listed company Sociedad Minera Cerro Verde S.A.A. (SMCV) has successfully completed an equity financing for net proceeds of approximately US$ 443 million, in a transaction which has been highlighted as comprising not only the largest Rights Issue ever seen in Peru, but also the largest dividend distribution (US$ 147 million) ever made by a Peruvian publicly-held company.
The transaction closed as expected on June 1 st , 2005, and paved the way for bringing Sumitomo Corporation and Sumitomo Metal Mining Co. Ltd. aboard as strategic investors and allowing the local partner, Compañía de Minas Buenaventura S.A.A., to increase its equity interest in SMCV. Phelps Dodge Corp. (NYSE:PD) remains the majority owner at 53.6 percent, Sumitomo acquired 21.0 percent, Buenaventura reached 18.2 percent, and a widely dispersed minority now holds the remaining 7.2 percent.
SMCV is the owner and operator of the Cerro Verde copper mine, whose copper production reaches approximately 100,000 tons per year, and it is controlled by Phelps Dodge, the world's largest publicly traded copper producer. The US$ 443 million raised by SMCV will help finance an US$ 850 million expansion that will permit mining a primary sulphide ore body beneath the oxide ore body currently in production. Through the expansion, approximately one billion tons of sulphide ore reserves averaging 0.51 percent copper will be processed through a new concentrator. After the expansion, copper production is expected to initially approximate 300,000 tons per year.
SMCV and Phelps Dodge took Peruvian counsel from Rodrigo, Elías & Medrano Abogados, through partner Luis Carlos Rodrigo P. and associates Eduardo López and Liliana Mavila. Founding partner Humberto Medrano and associate José Chiarella advised on tax matters, while partner José Balta advised on labour matters.
Phelps Dodge took NY counsel from Debevoise & Plimpton, through partner Marc Kushner and associate Adela Choi.
Sumitomo took NY counsel from Sullivan & Cromwell, through partner Sergio Galvis and associate Juan Bisset. It took additional counsel in Peru from Estudio Grau, through partner Juan Carlos Escudero and associate Milagros Silva-Santisteban.
Buenaventura took Peruvian counsel from Estudio García Sayan, through partners José Miguel Morales and Luis Gastañeta.
· Barrick Gold Corporation's subsidiary completes funding of mining project
Minera Barrick Misquichilca S.A., a wholly owned subsidiary of Canadian company Barrick Gold Corporation, has closed financial leases for an aggregate amount of US$100 million, of which Citibank del Peru S.A. provided US$80 million and Banco de Credito del Peru provided US$20 million. The term of the financial leases is 5 years. Closing occurred in the first and second quarters and disbursements are scheduled periodically.
This completes the funding of the construction of the Alto Chicama-Lagunas Norte gold project, in the Peruvian northern coast, which on June 16 achieved start-up ahead of the original third quarter schedule and within its US$340 million budget.
The Alto Chicama-Lagunas Norte project, which is an open-pit mining operation, is expected to produce 545,000-550,000 ounces of gold this year at a cash cost of US$110-US$120 per ounce. Production is expected to average approximately 800,000 ounces of gold per year. Based on existing reserves of 9.1 million ounces of gold, the minimum life of the project is expected to be 10 years.
Barrick Gold Corporation and Minera Barrick Misquichilca took counsel from Rodrigo, Elías & Medrano Abogados, through partners Luis Carlos Rodrigo P. and Ramon Vidurrizaga. General counsel Manuel Fumagalli also advised Minera Barrick Misquichilca.
Citibank del Peru S.A. was advised by partner Ricardo Escobar, then at Muñiz, Ramirez, Perez-Taiman & Luna Victoria Abogados. Banco de Credito del Peru was advised by in-house counsel Diego Peschiera.
· Commodity trader purchases equity stake in major Peruvian mining company
Trafigura Beheer B.V., parent company of the Trafigura Group, has purchased a 17.4% voting stake in Volcan Compañia Minera S.A.A., a company listed in the Lima Stock Exchange which is the largest zinc producer in Peru and the fourth largest worldwide. Volcan is also the largest lead concentrates and second-largest silver concentrates producer in Peru.
Trafigura purchased voting stakes from Banco Wiese Sudameris, the third-largest Peruvian bank, Germany's WestLB and a local securitization trust for an aggregate consideration of approximately US$66.4 million. Because pursuant to Peruvian law Trafigura could not simultaneously purchase all stakes without triggering a tender offer obligation, Trafigura endeavored to selling minority stakes in Volcan and sold a 8.38% voting stake to Denver, U.S.-based Resource Capital Fund III, L.P., a private equity fund with investments in development and growth stage mining companies, through the sale of two Panamanian companies, and a 7.55% voting stake to French financial-services-giant Societe Generale for an aggregate consideration of approximately US$33.2 million. The different parts of the deal closed between April 22 and May 27.
The Trafigura Group is one of the largest independent commodity trading companies in the world, with global net trading turnover for the last five years in excess of US$17.6 billion. It already has a strong presence in mineral-rich Peru through regional holding company and mining warehouse Consorcio Minero S.A. - CORMIN and publicly-traded copper mine Compañia Minera Condestable S.A.A.
Rodrigo, Elías & Medrano Abogados, advised Trafigura in Peru in every part of the deal through attorneys Luis Carlos Rodrigo P., Alfonso Montoya and Luis Enrique Palacios.
Trafigura used Mayer Brown Rowe & Maw as U.S. counsel, through partner Mark Uhrynuk and associates Paul de Bernier and Nadia Menezes, and Arias, Fabrega & Fabrega as Panamanian counsel, through partner Rogelio de la Guardia, in the sale to Resource Capital Fund III, L.P.
Banco Wiese Sudameris, WestLB and the securitization trust took Peruvian counsel from Estudio Echecopar through partner Ismael Noya and associate Juan Carlos de los Heros. Banco Wiese Sudameris received in-house counsel from Jorge Lazo and Fatima de Romaña. WestLB received in-house counsel from Judith Niessen.
Resource Capital Fund III, L.P. used Estudio Oleachea as Peruvian counsel, through associate Jesus Matos, and Arosemena, Noriega & Contreras as Panamanian counsel, through partner Julio Cesar Contreras and associate Raquel McKay.
Gide Loyrette Nouel acted as French counsel to Societe Generale through partner Donatien de Longeaux. Societe Generale received in-house counsel from Christophe Yvon.
· Rodrigo, Elías & Medrano appoints three new partners
Rodrigo, Elías & Medrano Abogados, promoted associates Guillermo Puelles, Hugo Silva and Jose Tam to the partnership effective July 1.
Founding partner Humberto Medrano said "these promotions follow a philosophy of openness and participation which Rodrigo, Elías & Medrano Abogados has had with associates during its forty years of existence and which sets us apart from other legal organizations".
Guillermo Puelles is a member of the Finance and Bankruptcy Groups and has extensive experience in corporate finance, restructuring and bankruptcy. He is a graduate of the Catholic University of Peru School of Law and of the LL.M. program of the University of Virginia School of Law.
Hugo Silva is part of the Bankruptcy and Administrative Groups. He has been General Secretary of the Bankruptcy Commission of INDECOPI, the Peruvian bankruptcy authority, and also has substantial experience in administrative and public procurement law. He is a graduate of the Catholic University of Peru School of Law and a candidate of the LL.M. program of New York University School of Law.
Jose Tam works in the Litigation and Arbitration Group. He has ample experience in litigation, criminal and constitutional law and arbitration. He is a graduate of the Lima University School of Law and a candidate of the LL.M. program of the University of Madrid School of Law.
· Ecolab Inc. acquires business of Peruvian distributor
US-based Ecolab Inc., through its local subsidiary Ecolab Peru Holdings S.R.L., has acquired the business of its Peruvian distributor, Ecocorp S.R.L., for an undisclosed amount. The acquisition closed on May 31.
Ecolab Inc. is the world leader in premium commercial cleaning and sanitizing, with global sales of US$4.2 billion and presence in nearly 170 countries, including every single one in South America. Until now its activities in Peru had been carried under a distribution arrangement with Ecocorp S.R.L. Ecolab Inc. now directly operates in the Peruvian market through Ecolab Peru Holdings S.R.L.
Ecolab Inc. and Ecolab Peru Holdings S.R.L. took counsel from Rodrigo, Elías & Medrano Abogados, through Luis Enrique Palacios and Liliana Mavila. In-house senior counsel Mike King also advised Ecolab Inc.
Ecocorp S.R.L. was advised by name partner Jorge Núñez del Prado and associate Paola Madueño of Canessa & Núñez del Prado Abogados.
· Barrick Misquichilca places co | 
