Since the beginning of the 1990s, Peru’s securities market has grown significantly in terms of the amounts negotiated, as well as for the greater sophistication of the transactions involved, and the range of products offered in the markets. Private sector entities from the manufacturing, electricity, gas and oil, mining, financial and insurance, and other industries, as well as the public sector (including the Peruvian Government) have adopted the securities market as an alternative source of financing for a wide range of projects.
- Corporate bonds issuances
- Financial leasing bonds issuances
- Subordinated bonds issuances
- Convertible bonds issuances
- Securitizations (Securitized bond issuances)
- American Depositary Receipts issuances
- Short term instrument issuances
- Stock issuances
- International securities offerings
The lawyers at Rebaza, Alcazar & De Las Casas Abogados have been significantly and actively involved in these types of transactions as legal advisors to investment and commercial banks, structuring organizations, issuers, underwriters, representatives for both investors and issuers, in commercial transactions and for developing new and innovative financial products. Likewise, they have actively interacted with regulatory entities, in their position as consultants, arbitrators and expert witnesses in Congressional hearings held for the purpose of improving Peruvian securities regulations.
Financial derivatives transactions including forwards, futures, options and swaps have become an increasingly frequent practice amongst entities seeking to mitigate their risk against fluctuations in the markets where they operate.
The lawyers at Rebaza, Alcazar & De Las Casas Abogados have provided legal counsel to companies involved in various financial derivatives transactions. In an international scenario, they have followed the general contracting clauses issued by the International Swap Derivatives Association to assess the transactions’ regulatory and tax implications before issuing legal opinion regarding the contracts under review. In a local context, they have followed the model clauses recommended by the Peruvian Bank Association for futures transactions.
Highlights in these transactions include advice to the Government of Peru for a foreign currency swap, legal counsel offered to investment and commercial banks including JP Morgan, Credit Suisse First Boston, Citibank NA, Hypovereinsbank and other major international financial entities.
Ongoing innovation and demand for new products by institutional investors seeking investment options have driven structuring banks to develop new financial products. These include structured products with yields generally pegged to variable yields and financial indicators, such as evolving exchange and interest rates, Standard and Poors 500, among others.
The lawyers at Rebaza, Alcázar & De Las Casas Abogados have been actively involved in developing these types of financial products and in providing legal advice during transactions involving Citibank N.A. and Banco Continental, in securitization processes relying on sovereign debt as the underlying asset and where yields were indexed to evolving interest and foreign currency exchange rates, respectively.
They have also provided advice regarding the structure of private offerings aimed exclusively at Pension Funds (AFPs), where yields of security issuances were pegged to sovereign debt and another international indicator.
From a legal standpoint, the underwriters or placement agents’ multifaceted valuation tasks will depend upon the types of placement inherent to the structured issuances. In international issuances, (under the S and 144-A Rules) both domestic and in combined tranches, and also depending on the type of placement commitment—i.e. best effort underwriting, firm underwriting, stand-by underwriting, and others—or when price stabilization schemes are included, it is of utmost importance to assess the legal implications of individual structurings. Peruvian rules and regulations allow stockbrokerage companies and banks to provide this kind of assurances for the benefit of secondary market making.
The lawyers at Rebaza, Alcázar & De Las Casas Abogados have been repeatedly engaged in these transactions by providing legal counsel in operations involving Citibank N.A., JP Morgan
Enhancements through warrants and repurchase guarantees constitute a major structure to improve securities markets and access for new issuers to alternative sources of financing. Enhancement structures include a number of options that can be grouped into two general categories, namely internal and external arrangements.
In the first group we have formed class portfolio collateralizations, portfolio substitutions, and subordinated issuances. Included in the second group are guarantee trust funds, mortgages, pledges, other guarantees, stand by letters of credit, among others.
Our lawyers are actively involved in these types of transactions for multilateral organizations such as the InterAmerican Development Bank (IDB), the International Financial Corporation (IFC), Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.(FMO), Deutsche Investitions- und Entwicklungsgesellschaft mbH (DEG), as well as commercial banks.