Firm / Organisation

Rebaza, Alcázar & De Las Casas

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This content is provided by Rebaza, Alcázar & De Las Casas.

Managing Partner: Alberto Rebaza
Partners: Rafael Alcázar, Gonzalo De Las Casas, Juan José Cárdenas, José Jiménez, Augusto Loli Carrillo, Felipe Boisset, Camilo Maruy, Maria Haydee Zegarra, Luis Miguel Elías, Alexandra Orbezo, María Luisa Peña, Roger Zavaleta, Daniel Gonzáles
Number of partners worldwide: 14
Number of other lawyers worldwide: 45
Languages: English, French, German, Portuguese, Spanish

Firm Overview:
Established in 2004, Rebaza, Alcázar & De Las Casas is currently one of the leading firms in the Peruvian market, as recognised by the most prestigious legal publications and review. The professional training of members of the firm give it the discipline, experience and depth required to advise their clients in extremely complex domestic and cross-border transactions, with the highest level of effectiveness. The firm has received the ‘Peru Client Service Award 2016’, at the Chambers Latin America Awards as a recognition of the good practices, excellent teamwork and the commitment with its clients.

Main Areas of Practice:

Mergers & Acquisitions:
Recent highlights include advising:
■ The shareholders of Corporación Pecsa in the sale of their stake in favor of Primax
■ Inversiones Educa in the acquisition of Grupo Toulouse
■ Shareholders of Artesco and Mova Industrial in the sale of 75% of their capital stock in favor of Staedtler
■ Grupo Cobra in the acquisition of 40% of Concesionaria Angostura Siguas from Cosapi S.A.
■ Cardinal Health Inc. in the acquisition of the patient care business of Medtronic in Peru
■ Grupo Wiese in the business combination agreement with Grupo Parque Arauco
■ Energía del Pacífico in the sale of 25.1% of Kallpa Generación Samay I in favor of Nautilus Inkia Holdings

Banking & Finance:
Recent highlights include advising:
■ JP Morgan in the $200 million syndicated loan facility granted to Promigas
■ HudBay Minerals in the $550 million cross collateralization credit facilities
■ Termochilca in the refinancing of a $154 million loan granted by Scotiabank, BCP and Cofide
■ GMF Group in the $300 million international revolving credit
■ Scotiabank, BCP and BD Capital in the $56 million acquisition finance of Stracon GyM
■ BNP Paribas in the $50 million Master Trade Facility granted to Moly-Cop group
■ Monte Azul in the credit facility granted by BCP and shareholder co-financing for an aggregate of $48.8 million for construction and development of the Mollendo Hydrocarbons Terminal
■ Nexa Resources as borrower in the $100 million financing granted by Bank of Nova Scotia and as guarantor in the export facility agreement granted by ABN Amro Bank

Capital Markets:
Recent highlights include advising:
■ Glencore in the ~$1 billion tender offer to acquire majority shareholding in Volcan; FIRBI Metroport in the third FIRBI created in the Peruvian market
■ IPSA in the public offering of $51.5 million secured notes
■ Pluspetrol Camisea in the repayment and delisting of $50 million corporate bonds
■ Termochilca in the $55 million private offering of corporate bonds
■ Blanco SAFI in the registry of its first public investment fund; KOA SAFI in the registry of a new public investment fund under Simplified Regime
■ Angel Ventures Peru in the first Peruvian investment fund to finance start-ups
■ HMC SAFI obtaining organisation license as investment fund manager
■ Blanco SAFI in the authorisation process to obtain new organisation and function licenses as investment fund manager

Bankruptcy & Corporate Reorganisation:
Recent highlights (among others) include advising: 
■ Abengoa Perú S.A. in the obtainment of a loan from a private equity to repay existing debts, finance working capital and make capital expenditures (US$30MM)
■ GyM S.A. in the negotiation with its subcontractors for the payment of financial obligations (US$ 53MM); Fima S.A in the restructuring of its financial debts (US$50MM)
■ C.A.M.E Contratistas y Servicios Generales S. A. in the structure of a restructuring plan (US$ 33MM)
■ The firm has also represented a group of guarantors in the financing of a construction company under an insolvency procedure (US$ 30MM)

Projects & Infrastructure:
Recent highlights include advising:
■ Quimpac in the negotiation of three PPAs within the framework of the sale by Energía del Pacífico S.A. to a Peruvian company controlled by a private equity found
■ Advice to a French transnational company during the development of a co-financed proposal for the construction and operation of a wastewater plant
■ Advice to China Railway Tunnel Group in the execution of a consortium and trust agreement for the construction of a highway in Lima
■ Advice to Petroperú along with Deloitte Talara Consortium, in the provision of PMO services for the Talara’s Refinery Modernization Project
■ Advice to an international consortium in the first cofinanced proposal called ‘Anillo Vial Periférico’ to build a highway which will connect several districts of Lima
■ Advice to an American transnational telecom company in the Public Tender called by PROINVERSION for the award of telecom projects to expand the broadband transportation networks in several regions in Peru

Tax:
Design of efficient tax structures related to M&A, domestic and foreign trusts, investment funds, financing operations, public and private concessions, project finance, oriented at maximizing the benefits of clients while avoiding tax contingencies; providing comprehensive advice in tax law. Advisory regarding the application of the International Tax Transparency Regime and assessment of cross-border transactions and Double Taxation Treaties.

Labour:
Full preventive labour advice to clients and vast experience in labour litigation, labour inspections and conducting reviews and assessments of the labour situation of local and multinational corporations, as required in M&A transactions, financings, corporate reorganisations and restructuring operations.

White Collar Crime:
Assistance in financial crimes, antitrust crime, securities fraud, tax evasion, commercial crime, embezzlement, criminal product liability, corporate fraud, environmental law violations, money laundering, labour crime, criminal compliance, among others.

Arbitration & Litigation:
Expertise in litigation of complex and sensitive controversies, both in the Judiciary and in arbitration (domestic and international). Extensive experience in a wide range of matters such as commercial contracts, corporate disputes and concession and infrastructure contracts. The firm’s distinguishing characteristic in the legal market is its highly specialised approach and its strategic and comprehensive view of controversies, supported by expert lawyers in corporate, M&A, securities, tax and infrastructure matters.

Private Clients:
Personalised assistance to high net worth individual an families, designing and setting up efficient investment structures aimed at the protection of assets, preservation of wealth and estate.

Venture Capital:
Full advice to entrepreneurs in their seed financing and follow on rounds; angel investors or venture capital funds to execute their investments in startups; incubators, accelerators and angel investors’ networks in structuring efficient processes for the integration between entrepreneurs and investors.

Mining:
Advise mining companies, investors, financial institutions and stakeholders in the mining industry, with special focus on transactional , corporate finance, taxation, regulatory and environmental matters. The expertise of the firm in mining affairs includes sophisticated M&A, joint venture, financing, metal streaming and mining royalty transactions.

International Work:
The firm frequently deals with international clients and has considerable experience in cross-border transactions and representing Peruvian companies investing in and acquiring companies abroad.