Rebaza, Alcázar & de las Casas’ team of lawyers is dedicated to advising local and international clients on complex issues, whether transactional, consulting or litigation.
Our counsel requires in-depth analysis, particular attention, experience and sophistication from a team led by highly experienced partners and associates. This allows us to provide a service of excellence for all the needs of our clients.
We participate in the most demanding transactions in the market, local or cross-border, with the support of a team with international education and experience and with an important understanding of the business.
We accompany our clients emphasising prevention: risk identification and mitigation, up to the strategic resolution of conflicts, be they administrative, judicial or arbitration, of a domestic or international nature.
At Rebaza, Alcázar & de las Casas, we work in an interdisciplinary and collaborative way among all our practice areas. This allows us to carry out an efficient work distribution among our lawyers and achieve excellent results for our clients.
Practice areas
M&A: We represented Stonepeak Infrastructure Partners in the global US$ 2.7 billion acquisition of Lumen Technologies’ Latin-American operations; Caisse de dépôt et placement du Québec (CDPQ) in the EUR 265 million acquisition of the transmission line projects and assets owned by the Italian group Terna in Brazil, Uruguay and Peru; H.I.G. Capital in the acquisition of a majority stake in Virutex Ilko, a company that leads the cleaning products and kitchenware markets with a presence in Peru, Chile, Colombia, Argentina and Mexico; Equinix in the US$758.5 million acquisition of four Entel’s (Americatel) data centers (three in Chile and one in Peru); Glencore in the sale of the Contonga Mining Unit in Peru to Norcobre, subsidiary of the Lincuna Mining Company; and the shareholders of Pro Valle Alimentos, a leading Peruvian company that sells dried fruits and nuts through the Vallealto brand, in the sale of 100% of the company to Santis.
Arbitration and litigation: Expertise in litigation of complex and sensitive controversies, both in the judiciary and in arbitration (domestic and international). Extensive experience in a wide range of matters such as commercial contracts, corporate disputes and concession and infrastructure contracts. The firm’s distinguishing characteristic in the legal market is its highly specialised approach and its strategic and comprehensive view of controversies, supported by expert lawyers in corporate, M&A, securities, tax and infrastructure matters.
Banking and Finance: We represented Patagonia Holdco LLC and Centurylink Peru SA, on a US$ 925 million acquisition financing granted by JP Morgan Chase Bank, Goldman Sachs Bank, Citibank NA, Bank of America NA, Deutsche Bank, among others; HIG Capital, through its Spanish and Peruvian subsidiaries, on a US$75 million credit facility granted by Banco Santander; Edpyme Acceso Crediticio, on a US$210 million debt restructuring agreement, with 19 international lenders; Glencore Canada Corporation, on the aggregate US$170 million refinancing of Trevali Mining Corporation’s debt; BBVA and other lenders on a US$320 million project financing granted to Nabiax; Pesquera Hayduk, on a US$100 million credit facility granted by a syndicate composed by DNB Bank ASA and Coöperatieve Rabobank UA; among other challenging transactions with significant players such as First Citizens Bank, Credicorp, Corporación Financiera de Desarrollo – COFIDE, Total Servicios Financieros EDPYME, Bladex - Banco Latinoamericano de Comercio Exterior, San Fernando, Ecopacking Cartones, Stracon, Inversiones Educa, Danper, Camposol and Pesquera Hayduk.
Capital markets: We represented Peruvian Government on the US$4 billion and €1 billion issuances of sustainable sovereign bonds and social bonds, respectively, in the international market; Fondo Mivivienda on the US$600 million issuance of senior unsecured notes (under Rule 144-A/Reg. S); Investors in connection with Aenza's USD 90 million convertible bond issuance; Entel on the US$200 million issuance of senior unsecured notes (under Rule 144-A/Reg. S); Nexa Resources, on the tender offer launched in the international market for notes due 2023 up to an amount of US$343 million, and Hudbay Minerals, on the US$600 million issuance of senior unsecured notes (under Rule 144-A/Reg. S); HMC SAFI in the launch of two investment funds, both up to US$250 million; among other challenging transactions with significant players such as Goldman Sachs, Morgan Stanley, Banco Bradesco BBI, BB Securities Ltd, Santander Investment Securities, Scotia Capital (USA) Inc, Banco Ripley, Acres SAFI, SIGMA SAFI and Andino Capital.
Corporate reorganisation and bankruptcy: We represented Fabrica Nacional de Acumuladores Etna S.A. (Baterías Etna) in the strategy development and its implementation for the private restructuring of Baterias Etna Financial debts. Our assistance involved the structuring and negotiations with each of the financial creditors of Baterias Etna (which were the most important banks in Peru, negotiations that were held in parallel and in an independent fashion given that the creditors decided not to syndicate their loans, which gave the transaction an additional layer of complexity. Also, our advice included the negotiation and implementation of an asset divestiture plan in order to pay off long term financial debt, along with the negotiation of new credit facilities to be granted by several banks (US$40 million); APC Corporacion SA in the advisory of the restructuring of its debs with its main suppliers (US$22 million); Peruvian subsidiaries of Automotores Gildemeister SpA (Chile) in the restructuring of the liabilities of their holding under a Prepacked Chapter 11 of the Bankruptcy Code of the United States of America (US$550 million); San Fernando SA in the private restructuring of its financial debt (US$41 million); OBRAINSA in its preventive insolvency proceeding (US$100 million); Incorp Ingeniería y Construcción SAC in its amendment of its restructuring plan in the insolvency proceeding (US$, and GyM SA (now Cumbra Perú SA) in the negotiations and execution of a private restructuring plan with some of its main suppliers in order to swap the unpaid commercial debt into private commercial notes (US$8million).
Infrastructure and PPPs: Counsel to BBVA and other lenders in the €320 million project financing granted to Nabiax, one of the world’s first sustainable transactions in the data technology sector; Stonepeak Partners in the US$2,700 million acquisition of Lumen Technologies a fibre optic and data centre operator in Peru, Argentina, Brazil, Chile and other countries; Independent Legal Expert for an international arbitration dispute before ICSID related to infrastructure and renewable energy projects in Peru; International Finance Corporation, as permitted creditor, in the negotiation of the amendment to APM Terminals’ concession for the expansion of the Callao Multipurpose Port; Nexa Resources in the plan and the infrastructure required for the integration of its underground mining operations; Proinversion, the Peruvian Private Investment Promotion Agency, in the Public Private Partnership standardised template agreement to be used in future PPP projects in Peru.
Labour: Full preventive labour advice to clients and vast experience in labour litigation, labour inspections and internal investigations. We are highly recognised in the prevention of sexual harassment in workplace, having provided training on this matter in private companies and in the public sector (labour authority). We are also active in conducting reviews and assessments of the labour situation of local and multinational corporations, as required in M&A transactions, financings, corporate reorganisations and restructuring operations.
Mining: Counsel to Glencore in its offtake, royalty and other trading mining-related agreements in Peru; Empresa Minera Los Quenuales S.A. (Glencore Group) in the transfer of all shares in Contonga Minería SAC, holder of the Contonga mining project; Royalty Company in the evaluation of silver stream investments in Peru; Initial Purchasers in the US$500 million international debt offering made by Nexa Resources a leading zinc and silver mining company in Brazil and Peru; Hudbay Minerals in its US$600 million international debt offering; Hudbay Peru in the acquisition of mining equipment and agreements with local communities related to the Constancia copper mine; Nexa Resources in the potential integration of its underground mining operations; Pandion Mine Finance in the restructuring and mining royalties related to the Invicta gold project, Peru; Volcan in regulatory and ESG matters related to its Cerro de Pasco, Yauli and other projects in Peru; Glencore in the US$170 million refinancing of Trevali’s operations in the Santander mine in Peru and other projects in Africa; Dyer Group in the acquisition of the Cobriza copper mine.
Private clients: The firm embraces both succession and wealth planning. The team brings tailor-made solutions to clients, addressing their specific personal and financial needs, developing personalised structures for the management, protection and preservation of their assets and businesses. The team designs and sets up local and foreign investment structures including local or foreign trusts, investment funds and private companies’ contributions.
Tax: The firm advises clients in all kind of industries and sectors particularly regarding finance, capital markets, retail, telecommunications, infrastructure, energy and government entities matters. The team designs and evaluates tax structures for local and cross-border transactions in M&As, project finance, acquisition finance and corporate reorganisations. Tax planning in investment funds, local and foreign trusts, focused on optimising the investor’s return. Highly active representing contentious and non-contentious tax procedures before the Peruvian Tax Authority.
Venture capital: Our venture capital & technology department has become one of the most active and well-renowned departments in the market, representing anywhere from startups and fast growth-stage companies throughout their business life cycle, to matured international technology corporations with operations in the country and investors alike, including angel investors, family offices, venture capital funds and institutional investors; in a broad range of areas as M&A, regulatory matters, commercial and technology contracts and transactions, IP, data privacy, dispute resolution, among others.
In our recent experience, we have represented Incentivos Nafanto SAC – “Mandü” (HR solutions startup), in the sale of a majority stake to Wolftech SRL, a subsidiary of Visma International Holding A/S; Grupo Wiese and the shareholders of Juntoz Perú SA, in the negotiation of an asset sale and purchase agreement, whereby [TIENDAS EFE] acquired Juntoz’s e-commerce platform; Chakzi Holdings Inc, in the drafting of the investment documents required under its SAFE round; Grupo Crédito SA in a controlling stake in stake in Wally POS SAC and Compañia Incubadora de Soluciones Moviles SA “Culqi”; and Facebook in the investment made, along with IDB Invest, Telefónica and CAF, to "Internet para Todos" project, for wireless internet services in Peruvian rural areas.
White-collar crime: Highly specialist bilingual team with vast experience on compliance, internal investigations, asset recovery, crisis management and litigation on behalf of individuals and multinational corporations involved in complex investigations related to money laundering, corruption, embezzlement, criminal product liability, fraud and environmental offences charges, among others. We provide advice and support to international law firms concerning criminal investigations, legal privilege, data privacy, and compliance. In addition, our team conducts anticorruption due diligence reviews and assessments within M&A and project finance transactions.
www.rebaza-alcazar.com
Av. Víctor Andrés Belaúnde 147 Vía Principal 133
Pisos 2 y 3 Edificio Real 2
San Isidro - Lima 27, Peru
Tel: +511 442 5100
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