Formed in 1972, Angara Abello Concepcion Regala & Cruz or ACCRALAW has become a solid multidisciplinary firm with over 150 lawyers. With the main office in Manila and full-service branches in Cebu City and Davao City, ACCRALAW handles diverse, noteworthy and compound transactions and deals. The firm's clients include top local business players and international institutions. "They are exceptionally capable, able to answer difficult questions and have a proven track-record" says a global client.
The corporate and special projects department, headed by co-managing partner Francisco Ed Lim, advises on transactions including establishment of business enterprises, mergers and acquisitions, banking and finance (including project finance), securities issues and energy/utilities projects.
In capital markets ACCRALAW's partners admit that they have seen more offerings lately and consider equity capital markets their core interest. Recently, the team, including Lim and partner Judy Hao, has acted as Philippine counsel for underwriters: Citigroup Global Markets, Deutsche Bank, JPMorgan Securities and United Overseas Bank in connection with a $1 billion stock rights offering of BDO Unibank. The transaction proved to be the largest-ever equity offering in the Philippine Stock Exchange's history. ACCRALAW has also advised Standard Chartered Bank and other dealers in relation to the establishment of BDO Unibank's $2 billion term note programme.
On the banking and finance side, the firm advises local and global clients on syndicated loans, cross-border loan and security agreements, regulatory matters and project finance, and demonstrated high proficiency as counsel to lenders: "They are very comprehensive in their responses and always provide detailed, complete answers," says a client.
Project finance is a separate area of the team's attention. Here, the managing partner Eusebio Tan, senior partner Tadeo Hilado, Lim and partner Brigida Aldeguer focus on public-private partnership (PPP) projects.
With Japanese investors entering the market, the M&A area has become very vigorous. Over the past 12 months, founding partner Teodoro Regala and partner Eusebio Tan have been providing legal advice and assistance regarding purchase of assets and assumption of liabilities of a prestigious bank. Recently, the firm has assisted a client in an acquisition of shares of a local airline company's outstanding capital stock.
Finally, ACCRALAW's restructuring and insolvency (R&I) practice has maintained its market supremacy. Partner Gilberto Gallos remains the leading lawyer of the firm with regards to its R&I work. Recently, he acted for Export Development Canada and other secured creditors in the rehabilitation proceedings of Bayan Telecommunications. The total value involved in this case has been reported as $611 million.
Poblador Bautista & Reyes is known almost exclusively for its litigation practice, but is taking more and more clients on the corporate and financial side. Due to the existing market conditions, the firm has been strengthening its M&A practice.
Senior partner Marie Cecile Roque-Quintos completed a $950 million conditional sale and purchase agreement between her client, a leading manufacturer and supplier of cocoa ingredients Petra Foods and a manufacturer of cocoa and chocolate products Barry Callebaut. This transaction involved various jurisdictions and the firm was required to coordinate with numerous entities and meet multifaceted prerequisites.
Senior partner Raymund Martin Rodriguez has advised another notable client, regarding the purchase of 100% of the shares of Lexmark International Technology in Lexmark International.
One of the firm's strengths is its capital markets practice, led by Rodriguez. The firm advises clients in a variety of roles and recently advised a client in connection with derivatives transactions with a foreign bank. They also acted as counsel for a Philippine guarantor of NXP for a $500 million bond issuance to be sold to qualified institutional buyers in the United States.
On the banking and finance side, the team recently prepared counsel's opinions for a global bank as lender, for a grant of facilities to a local petroleum corporation. The firm also advises a number of banks and financial institutions on regulatory and compliance matters. They have extensive experience in documentation and negotiation of syndicated loans, mortgage trust indentures and other security arrangements and other financial transactions. They act for both borrowers and lenders.
Poblador Bautista & Reyes has assisted clients in various capital market transactions, such as tender offers, private placements and other similar transactions. The team acted as local counsel to an investment company in its bid to acquire the majority stake in one of the country's largest manufacturing companies. Poblador Bautista & Reyes has also advised banks, financial institutions and special purpose vehicles on disposal of non-performing assets.
The firm's restructuring and insolvency group represented a client, an insurance company, in a petition for rehabilitation filed by another insurance corporation. The client seeks to participate in the rehabilitation plan of the latter by converting its products into insurance coverage.
PJS Law or Puyat Jacinto & Santos is a partnership actively engaged in corporate and financial matters. Founded in 1997, the firm has built a decent reputation for its expertise in project finance, particularly energy projects. PJS Law is also active in M&A and frequently represents the government in capital markets transactions.
Partner Ramil Bugayong, currently the head of the banking and finance practice, has been acting as local legal counsel to mCompany, which is in the process of transforming itself into mBank, the first mobile-banking driven microfinance bank in the country to offer advanced electronic and mobile banking facilities. The partner and his team provide regulatory advice, review and draft the corporate and transactional documents. On top of this, the group has been involved in a deal relating to the development and construction of Mactan-Cebu International Airport Passenger Terminal Building under the PPP (public-private partnership) programme launched by the government.
On the capital markets side PJS Law deals with government securities, equity matters, and international listings. Since new lenders are increasingly trying to get more bonds issued, the firm is playing an even more active role on the capital markets side. The team has worked on a $500 million onshore dollar bond issuance, representing First Metro Investments Corporation, Land Bank of the Philippines, Credit Suisse, HSBC, and Deutsche Bank. With this transaction, the Philippines tapped the local debt market by issuing foreign currency debt papers for the first time. Proceeds of the bonds will be used to pay maturing foreign currency obligations of the government and expenditures of the Power Sector Asset & Liabilities Management Corporation.
Regina Jacinto-Barrientos, seen as "a strong transactional lawyer", according to a peer, heads the M&A practice and is currently acting as counsel to landowners in joint venture deals. Ramil Bugayong and Virginia Viray together assisted a client in a deal relating to its investment management fund, acquiring a 40% equity of an ATM deployer. Monalisa Dimalanta acted as Philippine counsel to Electric Generating in a sale and purchase agreement with InterGen and QGC, for the acquisition of additional ownership interest in Quezon Power. Maria Raquel Chavez and Job Adrian Ambrosio assisted one of the US leading custom software developers in an acquisition of shares in a local corporation that is in the business process outsourcing industry.
Quisumbing Torres, affiliated with Baker & McKenzie, has been consistently recognised by peers for its corporate work. "I do see the team representing global clients. They are quite strong," an attorney from a rival firm admits.
The firm's banking and finance team, led by partner Felix Sy, advises project developers and sponsors, lenders and borrowers and finance lessors and lessees, working on a broad range of transactions involving syndicated and bilateral loans, cross-border loans and security arrangements, project finance, structured finance, acquisition finance and real estate finance. Sy routinely handles issues relating to power, infrastructure projects, including privatisation, project development and operations, build-operate-transfer (BOT)/public private partnership (PPP) and its variant arrangements. He concurrently leads the restructuring and insolvency practice, which provides multidisciplinary advice on all aspects of financial restructuring and insolvency. Partner Paul Dennis Quintero heads the mining and natural resources group and garners accolades from prestigious clients on a regular basis. "I find Dennis a very accomplished lawyer in the mineral resource and mining law areas," one says.
Quisumbing Torres has acted for a wide roster of international clients such as ANZ Bank, Credit Agricole, Société Générale and Orix Corporation. Recently, the firm has advised Toyota Tsusho on its acquisition of interests (including financing) in a 210MW coal-fired power plant on the island of Mindanao, the Philippines. The project is a part of the government's long-term solution to the current power shortage on Mindanao.
The capital markets practice is overseen by Elizabeth Opeña. As the Philippines boasts the highest GDP in the region, the firm benefits from the growth in the capital markets area. Quisumbing Torres advises foreign and domestic issuers and intermediaries on various transactions such as IPOs, private placements, securities registration, stock exchange compliance, corporate governance, and securities business licensing issues. Peers note that the firm has established strong relations with regulators and helps clients navigate the regulatory complexities of "any transaction".
The planned launch of ASEAN Community (Association of Southeast Asian Nations) in 2015 has already brought a lot of M&A deals to market, involving banks and insurance companies. The firm and its M&A head Pearl Liu is busy with complex cross-border acquisitions and transactions that cut across the energy, outsourcing and mining sectors, delivering advice for domestic and multinational clients. Partner Lourdes De Leon is seen as a star of the practice group. "Lourdes provided great support on an M&A transaction," says a client. "Extremely committed, dedicated, very good, excellent; she exceeded my expectations – and I do have very high expectations," adds another.
"Romulo is a senior and experienced team, and in these types of transactions, it is very important to find a win-win solution and the firm provides it," a partner of a top-tier firm notes. Romulo Mabanta Buenaventura Sayoc & De los Angeles is, indeed, a highly regarded firm, due to its participation in the most significant deals in the Philippines. The team of over 90 lawyers is also one of the largest in the country.
Romulo offers a full array of services such as M&A, capital markets, foreign investments, securities and banking. The latter is seen as the core strength of the firm. "Romulo has an outstanding banking practice," comments a peer. The team acts for both lenders and borrowers.
The foremost partners in the banking and capital markets practice include Agustin Montilla and practice head Cynthia Roxas-del Castillo. They represent prestigious clients, including Deutsche Bank, Goldman Sachs and ING. The team worked for Globe Telecom, after it launched and successfully closed tender offers for all the debt of Bayan Telecommunications, held by its creditors. The debt holders comprised both secured and unsecured creditors, including holders of bonds under a New York law indenture. The transaction closed successfully with the client acquiring 96% of the total debt.
Partner Perry Pe heads the firm's project development and finance department. "Very reasonable, very calm in discussions, easy to work with," a peer says. He is known for his proficiency in the power and mining sectors, but is also praised for managing complex corporate and asset financing transactions.
SyCip Salazar Hernandez & Gatmaitan, established in 1945, offers legal services that cover every aspect of financial and corporate laws. "SyCip is a superior and knowledgeable firm and in the area of corporate and financial law these features are crucial. I fully trust them," says a peer describing the largest law firm in the Philippines.
The skill of SyCip's banking, finance and securities group has always been acknowledged. The firm advises banks in relation to various types of financing transactions and regulatory matters. The partnership assists foreign institutions in establishing local branches, conducts regular legal audits of bank forms and systems and provides advice on complex transactions.
Export-Import Bank of the United States is among the firm's key clients. Recently, the team led by Mia Gentugaya worked on a financing for the acquisition of four aircrafts B777-300ER by flag carrier Philippine Airlines (PAL). The transaction structure took the form of a finance lease, with a special purpose vehicle and trust arrangements created to qualify the transaction for export financing from the US bank.
SyCip Salazar Hernandez & Gatmaitan acted as Philippine counsel to OceanaGold Corporation in connection with its $225 million corporate refinancing facilities funded by a multinational banking syndicate composed of Citibank, BNP Paribas, HSBC, Barclays Bank, Nedbank Capital and Investec Bank.
Another significant deal pertains to a PhP9 billion ($208 million) syndicated term loan to partially finance the cost of the engineering, procurement, and construction of a 1x135 MW circulating fluidised coal-fired power plant located in Calaca, Batangas, the Philippines.
SyCip's special projects group, headed by Andres Sta Maria, provides advice on M&A, privatisation, power and energy, mining and natural resources, environmental law, infrastructure, construction, real estate and property development, telecommunications, aviation, shipping and transportation aspects.
The team, including partners Imelda Manguiat and Carina Laforteza, has worked on an acquisition of controlling interest in Coca-Cola Bottlers Philippines, valued at $688.5 million, by Coca-Cola FEMSA. "Carina is very straight-forward. Always does a good job," a peer mentions.
SyCip also represented Dairy Farm International, a Hong Kong-based group behind Wellcome supermarkets, in an acquisition of 50% of Rustan's Supercenters from the Tantoco Family and Spinnaker Capital Group. The purchase marks the group's entry in the Philippine market.
The group has advised NTT Communications (NTT Com) in its definitive agreement on a capital tie-up with Diversified Technology Solutions International (DTSI Group) under which NTT Com will acquire a 50.1% stake in Freedom Resources Holdings Corporation, the holding company of DTSI Group.
Another major deal is the one relating to HSBC. The firm advised the bank, sole issue manager to San Miguel Corporation (SMC), on the issuance and listing of SMC's Series "2" preferred shares. With an aggregate issue price of PhP80 billion, the issue is the largest capital markets transaction to date in the country.
Hector de Leon and the team also acted as Philippine counsel to Red 5 (ASX: RED) and Greenstone Resources Corporation in connection with an $8 million senior secured facility obtained from Sprott Resource Lending Partnership.