Energy and infrastructure
The Chilean energy market continues to face its most crucial challenges and is still one of the most expensive energy markets in the world. Many agree that the country is undergoing a very difficult time, the economy specifically is sluggish. Practitioners in the market say new tax reforms caused an initial level of uncertainty but now there is optimism. The government has launched an ambitious energy program and is expected to fully maximize its natural resources such as wind and water. Practitioners also mention that the country’s permitting process has become increasingly lengthy making it difficult to predict timeframes and accomplish deadlines.
Despite all this, Chile is Latin America’s premier country for investors. According to annual market research from The Fraser Institute, an independent non-partisan research and educational organization based in Canada, Chile is the region’s most attractive country for mining investment and 58th in the world. The country’s attractiveness is attributed to its fairly stable economic and political climate and its noteworthy mineral reserves.
In 2014, Chile's main electricity distributor Compania General de Electricidad (CGE) was acquired by Spain's Gas Natural for a reported $3.3 billion. The Spanish company said Chile was a key energy market and the acquisition of CGE allows the company “to enter the Chilean energy market in a leading position.”
The government also announced the construction of a transmission line to connect the two major electric systems in Chile, the Northern Interconnected System and the Central Interconnected System. The line is expected to be completed by 2017 and will be constructed and operated by E-CL, a subsidiary of GDF Suez. To combat the country’s high energy costs, the government has drafted legislation to regulate the price of natural gas distribution in Chile.
Christopher Cooper – Journalist Latin America
Aninat Schwencke & Cia specialises in energy project development.
“He’s a very, very good lawyer; he’s knows very much what he does; he likes what he does; he’s very handy,” says a client of Nicolás Atkinson. “I’ve known Nicolás a very long time, and I’ve been working with him for a long time, and I’ve never been disappointed. He’s very, very serious and invested in what he does.”
The firm advised Andes Mainstream on the development of over $1 billion worth of solar and wind projects, advised Solventus Chile with developing non-conventional renewable energy projects, and provided regulatory advice to CDEC-SING, a Chilean system operator.
Arteaga Gorziglia & Cía’s advises the likes of Enel Green Power, EDF Renewable Services, and Acciona Energía.
“The lawyers are very accessible, hands-on and usually reply very promptly. There’s detailed work and involvement with our problems and challenges. We’re very satisfied,” says one client. “Ignacio Arteaga has an exhaustive knowledge of the industry and its regulation, providing us with outstanding deliverables,” another client says.
The firm hired associate Pedro Lagos Charme in March 2015.
The firm is advising GNL Mejillones on storing natural gas, advising Acciona Energía on acquiring and developing a 110MW wind project and advising a client on EPC contracts related to coal and gas systems and plants.
Bahamondez Alvarez & Zegers focuses on energy and oil and gas and acts for the likes of EDF Energies Nouvelles, Gasoducto GasAndes, TransCanada Pipelines and Solarcentury.
Examples of the firm’s work include advising Aguas Andinas on a turn-key construction agreement with EDAM, advising Gasoducto GasAndes regarding reversing the movement of natural gas from Chile to Argentina, and advising Origin Energy on an energy project bid.
Baker & McKenzie’s work during the research period includes advising Kinross Minera Chile with advice on acquisitions and agreements and helping Mineria y Exploraciones KGHM with acquiring mining concessions.
Bofill Mir & Álvarez Jana Abogados is known for its mining practice, but is also strong in energy, where it focuses on renewables and transmission. The firm specialises in project development and regulatory matters.
“BMAJ has a great team for arbitration, their corporate law practice has specialists in environmental and labour matters and they are very knowledgeable, professional and prompt in replying. Overall they are value for money,” a client says. The client praised Alejandro Álvarez for his “excellent direction of the internal lawyers’ team, especially in contracts and regulatory issues.”
During the research period the firm advised Frowein & Spilker Business Development on developing a photovoltaic power plant, advised Norcan Hydraulic on developing the El Gato hydro project and advised Hidroeléctrica Ñuble on a settlement agreement regarding civil works and equipment procurement contracts with Vial & Vives.
Carey is recognised as a leader and active player within the renewable energy sector in Chile. The firm also has a specialised water group which advises energy, mining and utilities corporations.
The firm is active both on the project development and corporate work within the energy and infrastructure sectors. The firm boasts many clients including Rijn Capital, DNB Group, DNB Group, SkySolar, and Andes Mainstream.
In the past year, two energy associates Manuel José Prieto and Sebastián Santamaría left the firm.
“Carey is probably the top [firm]; it’s very well known,” one client says.
Recent work includes advising copper mining company Codelco on various agreements for supplying fuel and energy, advising an array of energy companies on tender processes for supplying electricity distribution companies and providing legal advice to SolarReserve.
Cariola Díez Pérez-Cotapos & Cía is active on renewable energy projects, including solar, wind and mini-hydro, but also does work in the natural gas sector, as corroborated by its relationship with Kelar on the development of an LNG plant. Additionally it is actively involved with Southern Cross Group, a private equity fund focused on investing in greenfield thermal power plants.
“Working with Cariola Diez Pérez Cotapos has been very useful for our company. We feel absolutely confident about their legal advice. Also, it is easy to access the lawyers and associates, who reply very quickly to all our requirements,” says one client who worked with Gonzalo Jiménez. “For us, it has been a pleasure to work with Gonzalo Jimenez. First, because the quality of his work and his level of knowledge of the electricity market. Second, because he is always available when we need something.”
The firm is advising Iridium Concesiones de Infraestructuras on bidding for a concession to maintain and improve a tunnel, and advising Corpbanca on due diligence and financing for an Aeolian 70MW generation project.
Chirgwin Larreta Peñafiel saw some notable staff changes over the research period. The firm hired labor junior associate Matias Moreno, corporate junior associates Felipe Aracena and Maria Paz Cantillana and corporate senior associate Maria Paz Aguirre. Additionally, the firm lost two corporate senior associates: Claudia Paz Escobar and Elizabeth Silva.
Its work in the area in confidential.
Claro & Cia is particularly active on financings for energy and infrastructure projects and also draws upon its experience in project development and M&A.
In September 2015, the firm lost energy, natural resources and environmental senior associate José Domingo Ilharreborde.
During the research period the firm has worked on financings and M&A related to port, mining and energy projects.
Guerrero Olivos is active in the energy, infrastructure and mining sectors and acts for the likes of Metro, Anglo American, Deutsche Bank, Telefónica and Aguas Andinas.
“They’ve always managed to give good advice,” one client says. “I think what I like about them is that they are good at looking at problems in an interdisciplinary way. So I think that’s the main difference from other firms who sometimes struggle to incorporate the tax perspective into advice originally related to environmental or energy issues.”
Examples of the firm’s work include advising Centaurus Capital on regulatory matters related to a fibre optic cable, advising Trans Antartic Energía with the second stage of the San Pedro wind farm development and financing, and, advising the Abengoa Group on obtaining environmental permits to develop solar projects.
Morales & Besa has been active across the board with important infrastructure concessions, M&A and project financings, and developments in energy projects. More recently, the firm has been heavily involved with the development of mini-hydro plants.
The firm recruited energy associate Sebastián Leyton and environment associate Aldo Cardinali.
“I have been working with Morales & Besa during the last three years and can say it is an excellent firm. Their lawyers are very professional, with a deep knowledge about the issues and market conditions. At the same time, they are always available to respond to my requirements,” one client says. Of Pedro García (who no longer works for the firm) and Myriam Barahona, another client says, “their work was excellent.”
Work highlights included advising a subsidiary of Astaldi Concessioni on the bidding process for a dam, advising a foreign consortium, including Vinci, Aéroports de Paris and Astaldi, on a concession for the operation and expansion of the Santiago Airport, and advising Gestamp Solar Chile and Fotovoltaica Norte Grande with agreements for developing and financing a solar plant.
Philippi Prietocarrizosa Ferrero DU & Uría is the result of a merger between Chilean firm Philippi, Colombian firm Prietocarrizosa and an association with Iberian firm Uría Menéndez, and more recently a merger with two Peruvian firms, Ferrero Abogados and Delmar Ugarte Abogados.
The firm advises some of the most important players in the mining sector, including Barrick Gold Corporation, BHP Billiton, and Teck. Examples of energy clients include EDF Energies Nouvelles, Sybac Solar, and Gamesa Eólica.
One client praises the firm’s “excellent mining team”. Another lawyer recommends the firm for its “accuracy of legal work, accessibility of the lawyers, depth of team, handling of cross border elements, legal innovation and promptness of reply”. The client says that Carlos Alberto Reyes has “outstanding knowledge of energy contract's and is an exceptional negotiator”.
The firm’s transactional record includes advising Helix Resources Chile with forming a joint venture in order to exploit the Joshua project and advising Compañía Minera Aguila del Sur with an options agreement related to project quince mining concessions.
Urenda Rencoret Orrego & Dörr’s acts for the likes of Endesa, Invercap, BHP Billiton and Royal Gold. In April 2015, the firm hired corporate and M&A partner Rodrigo de Alencar.
The firm’s recent work includes advising Consorcio Kospo Samsung on a successful bid for a thermoelectric power plant, advising Energía de la Patagonia & Aysén on the development of a hydroelectric project, and advising Empresa Nacional de Energía on the operation of satellite regasification plants.
Albagli Zaliasnik has a busy M&A team, but most of its transactions remain confidential. One transaction that can be disclosed is the acquisition of Steel for $80 million, on which the firm advised Steel.
Aninat Schwencke & Cia has been active over the research period, especially in the solar sector. M&A has also been a focus for the firm. The firm promoted Francisco Prado to director of corporate law and capital markets during the research period.
In banking, the firm helped SouthAm Freeze Dry with restructuring its debt; advised Pattern Energy/Conejo Solar with a power purchase agreement for a solar project; and advised Acciona Energía Holdings Chile with development of solar projects.
In capital markets, the firm advised Esval on the registration and placement of bonds; the firm also advised Austral Capital on adjusting to investment fund regulations.
Within M&A, the firm helped Young & Rubicam on restructuring its Chile group; advised Austral Capital with the acquisition of a stake in Consorcio; and helped Inder to acquire shares in Alto.
Bahamondez Alvarez & Zegers strengthened its M&A practice during the research period with the hire of Diego Peña from Barros & Errázuriz. Although the identity of many of its clients are confidential, the firm provides corporate advice to household names, and has built a strong corporate governance practice and a focus on venture capital.
One client says: “We note the performance of Matias Zegers who is a recognized lawyer on compliance matters and has a high level of technical expertise on stock corporations and corporate governance.”
Deal highlights include work for Alterra on the acquisition of Hotel Kennedy; work for the shareholders of Clark Ingeniería y Desarrollo in selling the company to PPI (USA); and work for 46 Degrees Technologies with an investment.
Baker & McKenzie counts the likes of HSBC, Citibank, and JPMorgan Chase among its clients. The firm stands out as an active global firm in a market dominated by large local firms.
“Baker is a trusted partner for all finance and corporate projects, providing a high quality advise on a timely manner,” one client says.
In M&A, the firm advised Cargill on the Chilean aspects of its $1.8 billion acquisition of EWOS; advised Inversiones Seguros Security on the sale of Penta Security to Liberty; and worked alongside its Peruvian office to advise Grupo Security on acquiring 61% of Protecta.
Barros & Errázuriz advises the likes of Corpbanca, Banco Itaú, and BTG Pactual and frequently advises on important financings and M&A in the market. Over the past 12 months the firm promoted Francisco de la Barra to partner.
“They have demonstrated deep knowledge of regulation issues and Chilean investment fund's law. The advice of the firm has been very useful in our making progress with our businesses, they are a professional team,” one client says. Another hails the “strong team” and calls the firm “goal driven”.
Juan Cristobal Schmidt receives individual praise. “He has demonstrated great leadership in the matters where the company needs lawyers' support, deep knowledge of investment funds and good accessibility.”
In banking, the firm advised BTG Pactual as lender of a $205 million loan to Abengoa Solar Chile; advised Corpbanca as lender in a $300 million loan to a Brookfield parent company in Chile; and helped a group of banks to amend a loan granted to Transelec.
In capital markets, the firm helped BICE Inversiones Administradora General de Fondos structure a renewable energy public investment fund; advised Neorentas Administradora General de Fondos with transforming private investment funds into public investment funds; and represented Caja de Compensación de Asignación Familiar los Héroes with a bond issue.
In M&A, the firm advised Socofar in selling its stake in Farmarc and advised the same client when its controller sold 60% of Socofar to a FEMSA affiliate. The firm also advised Grupo Indumotora in selling its minority stake in Forum to BBVA; and helped Moneda Asset Management acquire a stake in Termocandelaria Power.
Bofill Mir & Alvarez Jana Abogados snagged senior associate Patricio Cofré from Morales & Besa Abogados in banking and finance and hired Gonzalo Gutiérrez as a senior associate from Paul Hastings over the research period. The firm also hired an M&A senior associate Joaquín Recart.
One client who worked with Octavio Bofill praised the firm for the “high involvement of partner, integrated solution for all aspects and constant customer support.” Octavio Bofill received specific praise for “detailed knowledge of the process, great analytical capacity [and] professionalism and transparency.”
The client also praises Ana Maria Yuri for “high involvement in the work, detailed knowledge and great analytical capacity.”
A client who worked with Jorge Lembeye hailed his “excellent and creative performance in transactions involving mining assets in Chile”.
In banking, the firm advised Hidroeléctrica Ñuble with a $260 million financing for a hydro power plant and advised subsidiaries of Grupo EGASA with financing for the Arica City Center project.
In capital markets, the firm helped Mitsui enter into a private investment fund, helped Securitizadora Bice with the issuance and registration of a securitised line titles bond and helping a confidential client to structure a public investment fund.
In M&A, the firm advised Antofagasta Minerals with acquiring a 50% interest in Minera Zaldívar; helped Constructora Pocuro to acquire Inmobiliaria Frontera Country Club; and helped Tech Pack to acquire shares in Alusa.
Carey has proven once again why it maintains its place as a Tier 1 firm across the board for financial and corporate work. The firm’s status as the largest firm in Chile, combined with respect from its peers and work on some of the most important transactions in the market, make the firm stand out. The firm also has a strong derivatives offering.
In banking, the firm advised Archroma Chile on the $295 million refinancing of SK Capital Partners; acted for Pattern Energy Group on obtaining a $197 million loan; and advised Cine Hoyts on obtaining a $300 million syndicated loan.
In capital markets, the firm advised Deutsche Bank as arranger in Banco del Estado de Chile’s $3 billion notes issuance; assisted HSBC Securities and Scotiabank as initial purchasers in Cencosud’s issue of $1 billion of non-registered bonds; and helped Codelco place $2 billion bonds in the international capital markets.
In M&A, the firm advised IFM Investors with the sale of Pacific Hydro; acted for AIMCo on the $1 billion sale of a 50% share in Autopista Central to Abertis Infraestructuras and for Amcor on its $435 million acquisition of Alusa; and advised Teck in its agreement with Royal Gold.
Cariola Díez Pérez-Cotapos & Cía kicked off the new year with the promotion of Juan Antonio Parodi to partner. The firm advises the likes of Banco Santander Chile, BBVA Spain, and Bladex, and has a larger M&A practice but is active in both M&A and financings. The firm also boasts an Asia-Pacific desk and advises the likes of China Development Bank, China Harbour Engineering and ZheJiang Dahua Technology.
In banking, the firm advised the lead arrangers in a €555 million loan to Marine Harvest; advised Inversiones y Asesorías Corvina as borrower in a $400 million credit facility from Banco del Estado de Chile; and acted for Scotiabank Chile and helped Corpbanca with the $121 million financing for the Proyecto Parque Eólico San Pedro Fase Dos.
In the M&A side, the firm advised Goldcorp with its joint venture with Teck Resources; helped Iansa in selling its shares to ED&F Man; and helped Bekaert to acquire Matco Cables’ shares in a wire rope business.
Chirgwin Larreta Peñafiel hired Maria Paz Aguirre as a corporate senior associate during the research period but lost corporate senior associate Claudia Escobar and real estate senior associate Elizabeth Silva.
The firm helped Westham with an agreement to purchase 70% of Zer Digital Soluciones Tecnológicas Limitada. The firm also helped Envision Energy with an agreement to develop a wind farm. All other work was confidential.
Claro & Cia is particularly strong in M&A, though the firm is active across all practice areas. While, the decline in price of copper has put a slowdown on project finance in that sector, the firm has been active on the sale of mining assets.
“Very professional, excellent knowledge and handling, high reputation partners,” one client says. Another adds: “They are thorough yet commercial, their availability and quality of advice is world class.”
Jose Maria Eyzaguirre receives individual praise: “Excellent, clear, precise, excellent reputation and a lot of experience, very knowledgeable.” Rodrigo Ochagavia is also singled out. “Excellent, responsive and commercial.”
In banking, the firm advised Empresa Eléctrica Guacolda on a $375 million loan; acted for Scotiabank Chile and Banco del Estado de Chile as lenders in a $400 million loan to Empresas Públicas de Medellín; and advised EIG Management Company and EIG Andes Financing in a $252 million loan to AME.
In capital markets, the firm advised Empresa Eléctrica Guacolda on an issue of $500 million in notes; acted for Latam Airlines Group with its notes offering; and advised AES Gener with its notes offering.
In M&A, the firm advised on the Corpbanca – Itaú Merger and Gas Natural Unión Fenosa with the reorganization of Gasco; and acted for Anglo American on the sale of the Mantoverde and Mantos Blancos copper mines.
Garrigues incorporated Avendaño Merino, a small firm with strength in M&A, in March 2016 in order to gain an office in Chile. Since then, the firm also hired Pedro Garcia, a recognised banking and finance expert from Morales & Besa. Although the market is dominated by larger local firms, Garrigues Chile brings name recognition and an international network to this previously steady practice, and Pedro Garcia’s arrival strengthens the banking and finance team.
Luis Felipe Merino, who was managing partner of Avendaño Merino is singled out by clients for praise. Another says of Pedro Garcia that he is “professional and has commercial understanding at a high level”.
During the research period the firm advised Inmobiliaria Clínicas Regionales (ICR) with the spinoff of ACR 2, which owns 13 hospitals. The firm also advised Atton Hoteles as borrower in two loans worth $47.5 million.
Over the research period, Guerrero Olivos strengthened its banking and finance practice with the hire of Miguel Coddou as senior counsel. The firm’s key strength is in banking and finance but is also an active player in M&A. The firm advises the likes of Banco Santander, Deutsche Bank and Corpbanca. The firm has also been growing its energy practice and can be seen in project financings within the energy and infrastructure sectors.
“Guerrero Olivos has been a good all round provider of corporate legal services. As a smaller client, we have been able to benefit from a level of personal service of exceptional standard whilst at the same time enjoying the benefit of a firm which offers a full range of services with specialist lawyers in environmental, planning, project finance and general corporate work,” one client says.
Sebastian Yunge receives individual praise. “We have been particularly impressed by Sebastian Yunge's commercial acumen and his ability to negotiate to assist his client's position,” says one client. Another calls him “excellent”.
Marco Zavala is also said to be “a strong relationship manager who offers first rate client care and communications.”
In banking, the firm has advised various banks as lenders in Caja 18’s restructuring of its debts; acted for Compañía Minera del Pacífico with its investment and finance in Productora mining project; and helped Hidromaule with obtaining a loan from DNB Group who repaid the borrower’s debt to IFC.
In the capital markets, the firm advised the underwriters on a bond issue to refinance the debt of Empresa Eléctrica Guacolda.
In project finance the firm advised Hidroeléctrica Cumpeo and Icafal Inversiones in the financing of a hydroelectric plant and acted for TransAntartic Energía with financing the second stage of its windfarm.
Morales & Besa both gained and lost an important partner over the research period. The firm suffered the loss of Pedro Garcia, a prominent financial partner in its practice, but gained Álvaro Barriga who previously worked as general counsel at Corp Group and who specialises in M&A and project finance transactions. Having worked on prominent transactions such as the merger of Corpbanca with Itaú, Barriga brings prominent M&A and banking-sector expertise to the firm. The firm also gained Ignacio Menchaca as a senior associate in banking and finance. The firm counts the likes of Banco de Chile, Banco Itaú Chile, and BNP Paribas among its clients.
“Morales & Besa is my go to firm for lending transactions in Chile. They are also a great resource for regional industry knowledge and are also knowledgeable on US trends, which allows them to make helpful comparisons or distinctions. They are responsive and give well thought out advice,” a client says.
Guillermo Morales is singled out. “He's excellent, super knowledgeable, commercial, responsive, he understands my institution's sensitivities and thinks ahead.”
Pedro Garcia (who no longer works for the firm) and Myriam Barahona were praised together for a “high level [of] professional and commercial understanding.”
The firm is advising Bank of America with guarantees for Latam Airlines Group; advised Banco de Chile with acquiring loan portfolios of Banco Penta for $984 million; and helped Corpbanca with restructuring a loan to SC Andina.
In capital markets, the firm advised the underwriters in AES’s $425 million bond issue; advised Merrill Lynch Corredores de Bolsa as manager in the Alliance Boots Chile tender offer; and advised Forum on a bond issue.
In M&A, the firm advised Acuinova Chile on selling assets to Marine Harvest; advised Essilor International on acquiring Vendome; and acted for Sevilla Inversiones on selling the Anakena Winery to Accolade Wines.
Noguera Larrain & Dulanto retains its active corporate and M&A practice, led by Paulo Larraín. The firm is a member of Meritas and reports completing 11 M&A transactions in a 12 month timeframe, most of which involve the purchase or sale of shares. Although the firm is smaller than many of its competitors, it remains an active player. The firm recently absorbed antitrust boutique Lewin & Cia.
Over the research period the firm advised Humus Capital Partners on acquiring 80% of the stock of EMSA; acted for Assa Abloy on the acquisition of shares of ODIS; and advised Tüv Rheinland with acquiring the shares of Integra. The firm also advised on a local bond issue of Quiñenco for $190 million.
Philippi Prietocarrizosa Ferrero DU & Uría came to be when Chilean firm Philippi merged with Colombian firm Prietocarrizosa with the backing of Iberian firm Uría Menéndez. A recent a merger with two Peruvian firms, Ferrero Abogados and Delmar Ugarte Abogados gave the entity a presence in Peru. The firm has a tendency to advise leading financial institutions such as JPMorgan Securities, Crédit Agricole and HSBC (often as lenders, underwriters or initial purchasers) but has advised other clients as borrowers too. LATAM Airlines stands out as another interesting client for whom the firm has advised on financing matters.
“The firm has strong product and technical knowledge, specialised legal knowledge in sectors like energy, taxes, litigation, finance and corporate organisation, reputation and recognition by clients and banks and a strong network. They also have good commercial knowledge that leads to results. Excellent knowledge of local law but also New York, Spanish and other LatAm jurisdictions,” one client who worked with Marcelo Armas says. Another said the firm provided good work but had the fees to match.
In banking, the firm advised a group of banks in a $205 million financing for the Conejo Solar photovoltaic power project; acted for a group of banks as lenders on a $300 million loan to Entel; and advised the Export Development Canada and The Bank of Tokyo-Mitsubishi on a $100 million loan to ENAEX.
In capital markets, the firm has advised initial purchasers led by Citigroup Global Markets on the $1 billion offering of enhanced equipment trust certificates backed by Latam; and advised the underwriters in Chile’s latest sovereign bond issue.
In M&A, the firm advised Grupo Bupa Sanitas on the acquisition of 17.35% of Bupa Chile (of which it now owns a majority stake in); advised Avenir Solar Energy on selling shares in various projects; and advised Sonepar on acquiring Rexel Chile.
Urenda Rencoret Orrego & Dörr hired Rodrigo de Alencar as a partner in M&A, banking and finance and capital markets during the research period.
One client praises the firm for being “very professional and knowledgeable,” and claims that Sergio Orrego is “top notch.”
In banking, the firm advised Gerdau Aza in the renewal of a $1 billion credit facility; acted for Yamana Gold with amending a loan agreement; and helped Global Energy Services Siemsa with financing a solar plant.
In capital markets, the firm advised The Bank of New York Mellon with issuing global depositary notes and on the amendment of agreements related to ADRs; and advised GMAC Comercial Automotriz Chile on an issue of short-term debt certificates.
In M&A, the firm helped Dow Chemical with the Chilean aspects of its global merger with Dupont; advised Outsourcing with the acquisition of 51% of the shares issued by Grupo Expro; and advised Zech Group with due diligence ahead of the potential acquisition of a construction group.