RUBIO, LEGUÍA, NORMAND ADVISES A SYNDICATE OF BANKS LED BY BANCO SANTANDER PERÚ S.A. ON THE GRANTING

Rubio, Leguía, Normand (the “Firm”) advised a Syndicate of banks led by Banco Santander Perú S.A. (in its capacity as lender, sole lead arranger and sole bookrunner) in a USD 120 million syndicated loan in favor of Compañía Minera Lincuna S.A. and Norcobre S.A.C. (the “Co-Borrowers”).

This transaction highlights our Firm’s expertise in complex, cross-border transactions, as well as in the mining and environmental fields.

The key documents of the transaction were:

· Credit Agreement: Governed by the laws of the State of New York, this agreement was executed by the Co-Borrowers, the lenders (including Banco Santander Perú S.A.), and TMF Group New York LLC as Administrative Agent.

· Peruvian Collateral: Included two pledges over the Co-Borrowers’ shares, as well as a trust agreement over assets (real estate, mining concessions, and machinery) and a trust agreement over the Co-Borrowers’ receivables and cash flows.

· Peruvian Notes: Issued by the Co-Borrowers.

The funds were used, among other purposes, to finance working capital and general corporate purposes. This transaction was particularly complex due to the need to negotiate the documents to cancel the existing loans and release the collateral securing them.

Likewise, part of the use of the proceeds of the financing will be destined to capital expenditure related to the expansion of the Lincuna mine units (bearing in mind that said coborrower has obtained the corresponding permits). 

Thus, the transaction also presented the inherent complexities of a “brownfield” financing.

The Firm’s participation in this transaction underscores its ability to manage complex and high-value deals, demonstrating its expertise in the financing market. The advice provided by Rubio, Leguía, Normand was crucial to ensure the successful structuring and closing of the loan, reaffirming its reputation as a leading law firm in the legal, financial and mining sectors in Peru.

PARTIES

Banco Santander Perú S.A. and Lenders:

Bruno Baigorria and María José Cardoza (In-house lawyers)

Rubio Leguía Normand Abogados

Rubio Leguía Normand:

Andrés Kuan-Veng Cabrejo (Partner)

Miguel Ángel Soto (Partner)

Sheerley Cárdenas Guerra (Senior Associate)

Carlos Cerpa (Senior Associate)

Rómulo Chávez (Associate)

Compañía Minera Lincuna S.A. y Norcobre S.A.C.:

Luis Paniagua (In-house lawyer)

Payet, Rey, Cauvi, Pérez Abogados

Payet, Rey, Cauvi, Pérez:

Cecilia Gonzáles (Partner)

Patricia Gargurevich y Claudia Tomas (Senior Experts)

TMF FiduPerú S.A. Sociedad Fiduciaria (Peruvian Agents):

In-House lawyers.