Corporate

Representative Matters and Transactions

• Acted as local counsel to a leading global pharmaceutical company in its $11 billion joint venture with another global pharmaceutical company for the manufacturing, sale and distribution of brand name consumer over the counter products.
• Acted as local M&A counsel to a principal upstream gasoline wholesaler brand in the acquisition of a competitor’s Puerto Rico and USVI operations.
• Represented a leading global private equity fund in the due diligence, bid process, negotiation and closing of a loan portfolio and real estate purchase agreement whereby Lone Star acquired a commercial real estate loan and REO portfolio from one of Puerto Rico’s local banks with an aggregate value in excess of $350 million.
• In a groundbreaking, first-ever transaction in Puerto Rico, acted as local counsel to several entities in a world class P3 transaction involving the Luis Muñoz Marín International Airport, specifically involving (i) the re-financing of a portion of the leasehold fee and certain other costs and expenditures associated with the airport lease agreement, through the issuance and sale of senior secured notes in the aggregate principal amount of $350 million; and (ii) the financing of certain other costs and expenditures (including capital expenditures) associated with the P3 transaction through a senior secured term loan commitment in the aggregate principal amount $50 million and revolving facility of $10 million.
• Represented a local financial institution in the acquisition from another financial institution of the residential mortgage servicing rights for GNMA pools of loans sold into Ginnie Mae I and Ginnie Mae II.
• Represented a local hotel developer in the acquisition, development and financing of a new hospitality project. 
• Represented local commercial and real estate conglomerate in the acquisition of the local Starbucks operations and the negotiation of franchise and development rights.
• Represented a national housing developer in the refinancing of its Puerto Rico lodging facilities.
• Represented a national banking association and a private equity fund in a multi-state sale and leaseback and debt restructuring transaction involving a publicly traded retail holding company.
• Advised a subsidiary of an international renewable energy conglomerate in the development phase of 57 MW and 21 MW renewable energy projects in which the client will develop, construct and operate solar energy conversion systems and power generation facilities in Puerto Rico for the production of electrical energy for sale to a utility company as well as other users. The advice spans almost the entire gamut of sophisticated real estate practice since it entails analysis of land purchase, leases, constitution of restrictive covenants, and wide array of easements, such as sunlight, clearance rights, subjacent and lateral support, utility lines, signage, and access.
• Advised the real estate affiliate of a major operator of movie theaters in Puerto Rico on the sale of key real estate in an industrial park. The advice comprised issues regarding legal nuances for both seller and purchaser on the impact of ongoing operations at the site.
• Advised a subsidiary of the construction division of a Spanish-based international conglomerate on contracting and construction of several phases of the San Juan, Bayamon and Guaynabo light railway system in an aggregate sum exceeding $300 million, which to this date still constitutes one of the preeminent construction projects in Puerto Rico. Also advised on the contracting and construction of a water treatment plant in an aggregate sum exceeding $32 million. The advice encompassed myriad contractual scenarios that arise in such a project, including subcontractors, suppliers, owner, and government agencies regulatory and permitting issues.
• Acted as local counsel to a manufacturing and logistics industries in connection with a revolving line of credit, swing loans and letter of credit issuances from a national bank and other lenders party thereto in the principal amount of up to $300 million.
• Acted as local counsel to a nationwide specialty retailer in connection with a revolving line of credit, swing loans and letter of credit issuances from a Fortune 500 company and other lenders party thereto in the principal amount of up to $115 million.
• Acted as local counsel to a gasoline wholesaler brand with the restructuring of its Puerto Rico inventory financing facilities with an international bank in an aggregate amount in excess of $100 million.
• Acted as co-counsel to a client in the repurchase of its existing preferred stock and the later sale of a preferred equity interest to a New York-based private equity fund. Mainly advised client with regards to transaction structuring, tax structure, labor issues and securities compliance.
• Represented two commercial lenders providing acquisition financing to a local investor group for the purchase and repositioning of an income-producing office and retail complex in Hato Rey.
• Counsel to borrower with operations in multiple states in the negotiation and execution of forbearance and loan modification documents in connection with a term loan and revolving line of credit in an aggregate amount of $20 million. The transaction involved due diligence for the lender and 10 of its affiliates and subsidiaries which operate or have been authorized to do business in 39 states.
• Counsel to seller in the sale of 50 percent of the ownership in a company providing specialized healthcare products and services. Transaction was scheduled in multiple transactions in order to minimize tax liability to client.
• Represented a nationally chartered bank in the restructuring of credit facilities extended to a major distributor of food and beverage products in Puerto Rico.
• Served as counsel to seller in the sale of an existing medical practice specializing in radiology. Transaction included the sale of real and personal property, professional services agreements with the physicians, and negotiation of a transition period.
• Acted as lead counsel in the private placement of a social media company’s preferred stock to investors in several U.S. states and Puerto Rico. Provided corporate structure and documentation for the offering and ensured securities compliance in all applicable jurisdictions. The company is a commerce platform within the health and fitness industry.
• Corporate reorganization of local real estate conglomerate dedicated to the administration of commercial office space and shopping centers. The transaction involved general corporate matters and the assignment of all assets and the assumption of all liabilities of the real estate management to a mercantile partnership organized under Puerto Rico law.
• Acted as seller counsel in the sale of 51 percent ownership of a local healthcare company with more than $225 million in annual sales.
• Local counsel to a gasoline wholesaler brand with an uncommitted receivables purchase facility with an international bank in an aggregate amount of $100 million.
• Counsel to a developer’s related entities with several financings, re-financings and loan modifications with a national bank related in an aggregate amount of $61 million.