Ferraiuoli’s Mergers & Acquisitions Practice Group has a highly respected and experienced group of attorneys that provide top-level services and solutions to the complex structures faced by our clients engaged in M&A transactions. Our clients, including local and foreign buyers, sellers, private equity and venture capital fund, private investors, and lenders, come to us for our integrated and collaborative approach to each transaction.
The Mergers & Acquisitions Practice Group assembles a multi-disciplinary team that includes colleagues from Ferraiuoli’s Tax, Intellectual Property, Labor, Employee Benefits, and Environmental Practice Groups to deliver a wide breadth of technical and legal expertise, including complementary tax and regulatory strategies.
Our M&A practice has extensive local and cross-border experience across multiple industries in a wide variety of transactions including stock and asset purchase and sales, joint-ventures, strategic alliances, leveraged buyouts, spin-offs, recapitalizations, restructurings, transactions, extensive due diligence initiatives, among others.
Our clients span all business segments, including finance, manufacturing, technology, gaming, transportation, food, retail, education, equipment leasing and the telecommunications industries. In addition, we are routinely engaged by U.S. based counsel to serve as local counsel for transactions involving companies with assets or operations in Puerto Rico.
The International Comparative Legal Guide to Private Mergers & Acquisitions (Puerto Rico Chapter – 2014 & 2015 Eds.) published by the UK based Global Legal Group.
The Comparative Legal Guide to Mergers & Acquisitions in Puerto Rico (2014/15 Ed.) published by Practical Law/Thomson Reuters.
Representative Matters and Transactions:
- 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 two commercial lenders providing acquisition financing to a local investor group for the purchase and repositioning of an income-producing office and retail complex located in Hato Rey, Puerto Rico.
- Represented local commercial and real estate conglomerate in the acquisition of the local Starbucks operations and the negotiation of franchise and development rights.
- 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.
- Acted as local counsel to a leading global pharmaceutical company in its $11,000,000,000 joint venture with another global pharmaceutical company for the manufacturing, sale and distribution of brand name consumer over the counter products.
- 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 $350,000,000.
- 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.
- Acted as co-counsel to the 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.
- Acted as Seller Counsel in the sale of 51% ownership of a local health care company with over $225 million in annual sales.
- 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 the negotiation of a transition period.