Financial and corporate
The Philippines is one of Asia’s steadiest economies with a GDP growth of 7.2% in 2013 and even in the much more turbulent waters of 2014, the country’s GDP grew 5.7% in the first quarter.
The energy, infrastructure, mining and utilities sectors continue to generate a lot of interest from foreign as well as domestic investors, with the construction and energy industry sectors in particular receiving renewed interest from American and European companies.
The Philippines as such has seen a continuous string of very high-value deals. In one example Sagittarius Mines Inc (SMI) of Glencore signed a joint development and power purchase agreements for the Tampakan Power Project worth approximately $1 billion, as part of a $6 billion mine development project.
Note has also been made of increased M&A activity in the banking sector following the government’s July 2014 announcement lifting the restrictions placed on foreign banks control over domestic lending institutions. Previously foreign banks had been restricted to controlling 60% of the voting equity.
The manufacturing sector, one of the Philippines’ key industries, also remains robust and continues to draw attention from Chinese and other Asian investors.
Energy and infrastructure
Despite being one of Asia’s fastest growing economies, the Philippines struggles to address issues plaguing its infrastructure and energy sectors.
In infrastructure, public transport is a major concern. In power, as well as being one of the most expensive consumer markets in Southeast Asia, the country experiences constant power failures even in the capital. The few electricity producers have aging power plants that are no longer able to keep up with the growing demand.
On top of that, Manila also has issues with water shortages, deteriorating roads and airports. The few electricity producers there are have aging power plants that are no longer able to keep up with the growing demand.
Efforts to improve public transport and reduce corruption have been a priority for current president Benigno Aquino III. It was reported that by introducing more streamlined processes for government spending and reducing the public debt in addition to an anti-corruption campaign, the president has paved the way for improvements in the Philippine economy.
Improving the country’s infrastructure will alleviate a range of socio-economic burdens. Nevertheless, uncertainty has crept in as the current presidential term is set to end in 2016. Aquino has only one more year to push projects ahead.
A redeeming characteristic in this area is that the Philippines possesses a good PPP (public-private partnership) regime. The government has identified a long list of projects ranging from airport and highway upgrades and development, to rail improvements and the construction of a natural gas pipeline. The emphasis though is on power projects and a growing trend is the interest of local companies taking on these projects. This is helped by domestic banks slowly coming into majority. The PPP framework has also attracted a wealth of funds coming in from Europe and the United States as well as foreign investors.
For example, the country is currently building a P20 billion ($450 million) elevated highway running above the Philippine National Railway’s railroad tracks, called the NLEX-SLEX (South Luzon Expressway) Connector Road. This highway is said to help many of the commuters to bypass traffic from the city centre.
Port development work is also prominent. Projects such as the NLEX-Harbour Link Road due to be completed in 2017 will reduce the number of cargo containers in Manila, also helping to avoid or create worse traffic.
The country’s PPP system is a crucial tool for the country to improve its infrastructure but with the end of Aquino’s term, investors are already slowing down the pace. The next administration will be pivotal for the countries development in these areas.
Hill Choi Lee - Journalist - Asia-Pacific
Key contacts at the firm include head of department Jaime Renato Gatmaytan and partners Norma Margarita Patcsil and Aris L Gulapa.
Though known as a litigation firm with a strong corporate and financial background, Gatmaytan has worked on several energy projects in the Philippines.
One example was the financing for the Therma South 300MW coal-fired power plant on the Island of Mindanao, Philippines, towards the end of 2013.
In the mining sector, the firm has advised MBMI Resources in selling its shares in three mining companies in the Philippines to DMCI Corporation.
In transport, the firm acted as local counsel to the IFC and Development Bank of the Philippines in relation to the bidding for financing, design, construction and operation of the south extension of the Light Rail Transit Line 1 PPP (public-private partnership) project valued at $1.44 billion. The firm is subsequently engaged in the development of Line 2 of the same project advising the same clients.
The firm is also Philippines counsel to a consortium of bidders in relation to the ongoing $2.71 billion Laguna Lake Expressway Dike project.
When it comes to port infrastructure, the firm is involved in the bidding process of the Sasa Port project worth $422 million where the GYP team is advising the grantors on various legal issues.
Monalisa Dimalanta is the energy group head at Puyat Jacinto & Santos (PJS). The firm has in 2014 added to its energy and infrastructure practice lawyers on the associate level to strengthen its team of five partners and co-heads in said practice group.
In energy, PJS was counsel on a $453 million acquisition that saw client Electric Generating bidding for minority interests in the 630MW Masinloc coal-fired power plant from AES Corporation.
For resources company Cavite Biofuel Producers, the firm was involved in a P2 billion loan facility towards a biofuel production and power generation plant in Magallanes, Cavite.
Partner Rocky L Reyes is SyCip Salazar Hernandez & Gatmaitan’s (SyCip) head of special projects. The firm continues to be active in the energy and infrastructure space and has worked on a number of PPP (public-private partnership) projects in recent years. Its position in the legal market is undisputed and its bench of lawyers is some of the industry’s finest.
Work in transportation has been of particular focus for SyCip since 2013. Until recently in late 2014, the firm worked as legal advisor in the $1.44 billion Manila Light Rail Transit Line 1 project for the Light Rail Manila Consortium, where amongst others SyCip advised on the equity structure of the concessionaire and its contractual agreements with technical partners.
The firm continues to advise banks and financial institutions in lending funds to power projects particularly in the renewable energy sector.
Angara Abello Concepcion Regala & Cruz, also known as ACCRALAW, has long advised local and global clients on a wide range of matters, from cross-border loans to project finance.
The firm’s banking practice has joined the rankings in Tier 2 following several noteworthy deals in 2013 and a market reputation built up since its establishment.
In 2013, Tadeo Hilado advised Rizal Commercial Banking Corporation (RCBC) on the disposition of its non-performing loans to LIPCO. Earlier in the year, also for RCBC, Andre Navato assisted the client on the drafting of a convertible loan agreement between the client and Pipol Broadband & Telecommunications Corporation. He also represented CVC Asia Pacific in relation to its $195 million credit facilities for acquiring SPI Technologies and Infocom Technologies from SPI Global Holdings.
Judy Hao also acted on a loan related matter and represented Star Infrastructure Development Corporation on a facility from the Philippine National Bank, in order for SIDC to refinance a prior loan and fund additional construction works on the Southern Arterial Road – STAR Tollway.
Following a year of increasing deal volume in the offerings area, the firm continues to build its equity capital markets group by increasingly acting for underwriters.
Judy Hao represented UBS as placement agent for Ayala Land’s top-up offering in 2013. The firm also advised UBS as underwriter on a senior unsecured notes issue by Filinvest Development Cayman Islands Corporation.
In the IPO of Travellers International Hotel Group, ACCRALAW acted as Philippine counsel to international and domestic underwriters.
In one highlight deal for the M&A team, partner Reynaldo Concepcion advised Mount Grace Hospital Ventures in its acquisition of several hospitals. The firm continues to be involved with several confidential matters relating to shipping and healthcare industries, and are currently advising on an outbound investment deal within Southeast Asia.
The team’s main focus in project finance is on public-private partnership (PPP) projects. Senior partner Eusebio Tan and partner Brigida Aldeguer are key attorneys in the group.
Tan and Aldeguer were counsel on a PPP project for the Department of Public Works and Highways regarding the Cavite-Laguna Expressway.
Apart from infrastructure, the firm is also highly active in the area of power and energy, especially in renewables. Petro Wind Energy has mandated ACCRALAW in its joint venture and financing arrangements for its Nabas Wind Power project. Advising on this matter was Brigida Aldeguer, who is also counsel for SPC Power Corporation in its bids for the Naga and Malaya Operations and Management Service Contracts to the Power Sector Assets and Liabilities Management.
The practice continues to be highly involved with aviation related deals. Eusebio Tan represented ADC & HAS Management Services who is part of a bidding consortium on the upcoming Mactan Cebu International Airport tender.
Clifford Chance has a dedicated Philippines Focus Group that is led by Singapore-based partner Andrew Gambarini and counsel Paul Landless and Hong Kong-based foreign legal consultant Thomas Kollar.
In the past 18 months, the foreign firm has increasingly been acting for lenders, which sees them advising a large finance client on a secured term loan facility worth $350 million, and acting as legal counsel on the syndicated loan transaction for Philippine Airlines.
Other significant deals include advising the Government of Singapore Investment Corporation (GIC) in its acquisition – with Ayala Corporation – of DBS Bank’s remaining ownership interest in Ayala DBS Holdings.
The Clifford Chance Hong Kong team with partner Neeraj Budhwani in the lead has recently advised CVC Asia Pacific on the LBO by Asia Outsourcing Gamma through an entire issued share capital acquisition of five SPi Global subsidiaries from Philippine Long Distance Telephone Company.
DLA Piper has a strong presence in the Philippines market and has advised and acted on a growing number of project financing and PPP (public-private partnership) transactions, across a wide variety of industry sectors. The firm has worked on several renewable energy related deals and other energy and infrastructure related matters.
Matters in this jurisdiction are handled by DLA Piper’s Brisbane and Melbourne teams. John Gallagher in Melbourne is partner and head of finance and projects for Asia Pacific, whereas Brisbane-based Stephen Webb acts as the firm’s Asia head of energy. Partners Alex Guy and Dan Brown from the Brisbane office divide their time between Australia and the Philippines on a regular basis.
Guy, who advised on the Mactan Airport PPP, is at the time of research working on two PPP projects in the Philippines, the Manila LRT1 PPP worth $1.2 billion and the Cala Expressway PPP projects to be precise. Brown was also advising on the deals.
DLA Piper also acted as counsel to Sagittarius Mines where the firm, under the lead of Stephen Webb and Brown, advised on the joint development agreement and power purchase agreement for the Tampakan power project.
Formerly known as Caguioa & Gatmaytan (C&G Law), full-service firm Gatmaytan Yap Patacsil Gutierrez & Protacio’s expanding M&A team has joined the rankings this year. Clients describe the firm as “very good, efficient and knowledgeable of Philippine Law”.
The firm demonstrates industry sector specialism in energy, mining and manufacturing. The core team comprises partners Jaime Renato Gatmaytan, Norma Margarita Patacsil, and Aris Gulapa. “C&G have been excellent for us – most particularly partner Aris Gulapa – very responsive, hard-working, on top of the technical details and a pleasure to work with,” a foreign client says. “I would happily recommend Aris and C&G to anyone considering a corporate transaction in the Philippines.”
Aris Gulapa advised as Philippine counsel on a cross-border acquisition deal for Duke Manufacturing Company of intellectual property licensed to and shares in STMPI Corporation and NBSC. The team also acted for Pearson on Philippine law in relation to its joint venture between Pearson Affordable Learning Fund and LiveIt Global Services Management Institute in establishing the Affordable Private Education Center. On the mining sector side, Gulapa represented Canadian MBMI Resources in the sale of its stakes in three mining companies in the Philippines to DMCI Corporation.
With a specialist focus on energy and mining, the firm is steadily growing into its own, not the least with its legal representation in the financing matter of Therma South’s 300MW coal-fired power plant in the Philippines. The transaction advised by partner Jaime Renato Gatmaytan involved the structuring and documentation of a credit facility to further finance the development and construction of the project. The firm has been recognised as a notable firm within the Philippines project finance category.
Linklaters acted as counsel to the Government of the Philippines on a $1.5 billion global bond deal for the purpose of funding 17 outstanding US dollar denominated bonds. Partners Pam Shores and Kevin Wong completed the deal in January 2014.
Shores also advised on the reorganisation of SM Prime where the firm represented joint financial advisors comprising of JP Morgan (SEA), BDO Capital & Investment Corporation and Macquarie Capital (Singapore).
Another noteworthy deal saw the firm acting for CLSA and UBS Hong Kong, as placement agents on placing common shares of JG Summit worth $200 million.
Puyat Jacinto & Santos’ (PJS Law) banking, finance and capital markets practice has built a strong presence in the market since its inception in 1997. Especially in project finance the firm is seen as a consistent and robust player amongst its peers. Despite the exits of attorneys Joseph Anthony Boma and Miguel Robillo in late 2013 and early 2014, the team held on to its key partners comprising of banking and finance head Ramil Bugayong, and Job Ambrosio.
Always a visible contender in capital markets matters especially in regard to international listings, government securities and equity deals, PJS Law under the lead of corporate and M&A partner Regina Jacinto-Barrientos advised Aboitiz Equity Ventures in its bonds issuance at the end 2013. The firm also completed a maiden corporate notes issuance deal for STI Education Services Group, representing the issuer and underwriter, China Banking Corporation.
The M&A team continues to underpin the firm’s transactional practice. Head of M&A Regina Jacinto-Barrientos is a highly regarded transactional lawyer who advised ADF Phils II in the bidding and acquisition of distressed assets of a special purpose vehicle company.
Elsewhere Virginia Viray successfully acted for North Luzon Renewable Energy Corporation in a joint venture transaction, which saw completion in the third quarter of 2013 alongside the project financing component handled by partner Ramil Bugayong.
Two areas of expertise stick out in PJS Law’s project finance practice, one is energy and the other is public-private partnership (PPP) projects. The practice boasts three energy experts, partners Monalisa Dimalanta, Luther Ramos and Najha Katrina Estrella. They enjoy the expert input of corporate and finance partner, Ramil Bugayong, known for his infrastructure focus; and IP and infrastructure specialist, Gwen Grecia-de Vera.
In addition to the ongoing project financing of North Luzon Renewable Energy Corporation, the firm is also counsel to Cavite Biofuels Producers who is borrower in a deal with a local and international bank to fund the construction and operation of a fuel ethanol plant.
On the PPP side, Grecia-de Vera and Bugayong advised and assisted the Department of Transportation and Communications (PPP Centre) on the extensive range of legal aspects in connection with the Mactan-Cebu International Airport Passenger Terminal building.
Restructuring and insolvency
PJS Law remains in Tier 2 for restructuring and insolvency following a consistent year of restructuring and corporate rehabilitation work. The practice rests upon the expertise of three litigation attorneys who are the well regarded partners Joshua Gilbert Paraiso, Roy Enrico Santos and Fidel Valeros Jr.
Several of the firm’s key matters are still confidential, however in one announced deal partners Paraiso and Santos assisted a client’s local affiliate mining companies in the Philippines in a corporate rehabilitation exercise.
The banking practice at Quiason Makalintal Barot Torres Ibarra & Sison (QMBTIS) has been identified as a notable firm in this area following praise from the industry who recognised QMBTIS as a “trusted law firm” with a loyal client following.
Senior partner Ruel Soriano specialises in tax, corporate and finance and advised on the term loan agreement with Banco de Oro for First Philippine Holdings Corporation. Soriano also advised on a term loan facility for Energy Development Corporation. One of the firm’s clients says: “[Ruel is] very competent and provides feedback and advice in a timely manner.”
Capital markets was the firm’s most active practice last year and delivered a quality of work appreciated by its clients. “They are highly professional, accessible at all times, and easy to deal with,” a client says. “With a long track record and experience in all types of financial transactions, they provide valuable advice and useful insights that allow firms to execute transactions relatively smoothly.” The practice is now recognised as a notable firm.
The firm was also counsel in several peso bonds matters. Senior partner Enrique Quiason advised ABS-CBN Broadcasting Corporation and separately Rockwell Land Corporation on issues and partner Ruel Soriano advised on Manila Electric Company’s fixed rated peso bonds. Quiason is highly regarded by his clients. “He is a consummate professional and extremely knowledgeable lawyer and has “gone the extra mile” for our company in some transactions,” one says. “During critical periods, he makes sure he is accessible at all times.”
The M&A team at QMBTIS has defined cross-border expertise. Alongside several international firms, QMBTIS was involved in an acquisition deal in connection with the 800MW LNG-fired power plant in Jurong (Singapore). The Philippine firm represented Manila Electric Company and Meralco Powergen Corporation in this matter.
The practice has been recognised as a notable firm in the M&A category this year.
Quisumbing Torres’ (QT) practice has a prominent focus on financial products and the regulatory work in this area. A member firm of Baker & McKenzie, the firm draws upon the wide network this alliance has to offer and continues serving its clients in domestic and cross-border deals. The group continues to hold a strong Tier 2 position in the rankings.
Head of the banking and finance practice is Felix Sy, who advised Western Union in matters related to e-money regulations, foreign exchange and e-payment systems. The increasing trend of offering legal assistance to foreign and global clients is also witnessed in the firm’s due diligence exercise for Oryx, a Japan-based financial services company who is looking to acquire a stake in a power generation and trading portfolio held by 13 subsidiaries and affiliates.
The practice noticed a renewed interest from European and American investors in the Philippine market, especially in the construction and energy sectors. The practice also expects a further increase in foreign investors and M&A deals after the inauguration of the ASEAN Economic Community in 2015.
M&A at the firm is closely linked to the energy and mining sectors. Pearl Liu is head of the corporate and commercial practice and also oversees the energy, mining and infrastructure group. Head of mining and metals and natural resources Dennis Quintero is also key attorney in the practice and has in recent months represented a financial services company on its acquisition of a nickel and gold mining company including the due diligence investigation. Quintero is also finalising a joint venture deal that sees his client acquire the largest share block in a government-contracted renewable energy company.
The project finance practice comprises a core team of banking and finance head Felix Sy, head of energy, mining and infrastructure Pearl Liu, project development expert Dennis Quintero, and energy and utilities specialist Lourdes de Leon. With such a strong bench of energy, infrastructure and projects attorneys, the firm naturally attracts clients in these fields.
The team has seen a shift in the market, whereas before foreign lenders were the focus, the legal sector is now acting more and more for local borrowers.
Under the lead of Sy, Quisumbing Torres was Philippine counsel to Caterpillar – the world’s leading manufacturer of construction and mining equipment – on project financing and financial leases in the Philippines. The team also represented a UK-based gas and oil company with projects in the Philippines in relation to reviewing financing agreements and security documentation with a Paris-based bank.
SyCip Salazar Hernandez & Gatmaitan boast a solid banking, finance and securities practice. The group handles special projects and focuses heavily on the areas of renewable energy, natural resources, utilities, government contracts, hospital business and privatisation.
A lead partner in the banking and finance team is Mia Gentugaya who advised China Banking Corporation (CBC) and BDO Unibank this year on the financing provided to Philippine Airlines to finance its re-fleeting programme of 64 aircraft.
Capital markets is a highly regarded practice group with partner Mia Gentugaya handling some of the firm’s high profile deals.
The firm is currently acting on several confidential deals with one being an exchange offer involving several banks in multiple jurisdictions.
In light of the recent changes to the country’s nationality legal requirements for business there has been a re-examination of existing transaction structures within M&A. SyCip Salazar Hernandez & Gatmaitan continues advising their clients regarding this development.
Other highlights include the firm’s work advising MERALCO PowerGen Corporation in its acquisition of an interest in Global Business Power Corporation, handled by partners Rocky Alejandro Reyes and Angel Salita Jr.
Elsewhere partner Hector de Leon Jr advised on the merger arrangement between RTG Mining and Sierra Mining.