Professional Notice

Rebaza, Alcázar & De Las Casas

Peru


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 Stone Canyon in the US$3.2 billion acquisition of the American salt business of K+S Aktiengesellschaft, which comprises the Peruvian asset K+S Peru; Acceso Corp and a group of Peruvian private investors in the acquisition of Banco Azteca del Perú; the Martinez Family in the purchase of the Baraka Family’s 40 per cent stake in Hayduk, a Peruvian lead fishing company; Hispasat SA, in the acquisition of a set of assets and infrastructure from Media Networks Latin America SAC, a company of the Telefonica Group, through Hispasat Perú, SAC, its Peruvian subsidiary; Stonepeak Infrastructure Partners in the global US$ 2.7 billion acquisition of Lumen Technologies’ Latin-American operations, for which the closing is subject to the fulfilment of conditions precedent; and the shareholders of Juntoz, a Peruvian e-commerce, in the reorganisation that will lead to the consolidation of Lumingo and Juntoz, for which the closing is subject to the fulfilment of conditions precedent.

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 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; Pandion Mine Finance LP and RiverMet Resource Capital LP, on a US$150 million term loan credit agreement, granted by BlackRock group; Pesquera Hayduk, on a US$100 million credit facility granted by a syndicate composed by DNB Bank ASA and Coöperatieve Rabobank UA; Nexa Resources Peru on a US$100 million credit facility granted by JPMorgan Chase Bank; Inversiones Educa and Toulouse Lautrec, on the S/ 262 million syndicated loan granted by Scotiabank and Banco Santander; among other challenging transactions with significant players such as San Fernando, Ecopacking Cartones, Stracon GyM, BBVA and Danper.

Capital markets: We represented 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 (both under Rule 144-A/Reg. S); HMC SAFI in the launch of two investment funds, both up to US$250 million; Andino Capital and Inversiones Portuarias, in the structuring of a US$50 million private fund; Administradora Jockey Plaza, on the re-negotiation of its First Corporate Bonds Program, up to US$ 150 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, Fondo Mivivienda and Banco Ripley.

Corporate reorganisation and bankruptcy: We represented 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$70 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) and CAME Contratistas y Servicios Generales SA and Incorp Ingeniería y Construcción SAC in their respectively amendment of their restructuring plan in the insolvency proceeding.

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 recognized in 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 and commercial mining-related agreements in Peru; Nomad 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 located in Huaura, Peru; Volcan in regulatory and ESG matters related to its Cerro de Pasco, Yauli and other projects in Peru; Glencore in the USD 170 million refinancing of Trevali’s operations in the Santander mine in Peru and other projects in Africa; Yankuang Group in the evaluation of a potential investment in gold mining projects.

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 personalized 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 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 Chazki Holdings Inc, (delivery startup), in the closing of its Series A round with the participation of Talipot Holding Group and Falabella Group; Grupo Crédito SA and Banco de Crédito del Peru, in the acquisition of an equity stake in Comercio Digital Integral SAC, "Lumingo"; Grupo Crédito SA in the acquisition of an equity stake in Wally POS SAC; 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 offenses 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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