BLP advised Cementos Progreso Holdings, S.L on the acquisition of CEMEX’s assets in Costa Rica and El Salvador worth approximately $335 million. This transaction involved the work of our teams in Costa Rica and El Salvador.
BLP has advised ASSA Compañía de Seguros, S.A., on the acquisition of Triple–S insurance operations in Costa Rica. The firm’s advice involved all aspects of the transaction, including due diligence, regulatory and competition matters, and labor, Tax, Intellectual Property, and Real Estate aspects related to the transaction.
BLP advised its client, Barentz International, a global distributor of ingredients in the life sciences industry, on the acquisition of 100% of the shares of Distribuciones Industriales Variadas, S.A. (“Divsa”) in Guatemala, El Salvador, Honduras, Costa Rica, Panama, the Dominican Republic, the British Virgin Islands, and Mexico.
Grupo Unicomer acquires CrediScotia Financiera in Peru
BLP has advised Grupo Unicomer on the purchase of the consumer finance company CrediScotia Financiera, a subsidiary of Grupo Scotiabank in Peru. Unicomer Group is present in 26 countries and operates 1,156 stores with more than 13,000 employees.
Advised CMI on the most significant green bond issuance in the region
BLP advised Banco Latinoamericano de Comercio Exterior, S.A., Banco Industrial, S.A., Westrust Bank (International) Limited, Banco Davivienda Salvadoreño, S.A., Banco Davivienda (Costa Rica), S.A., Banco Davivienda, S.A. (Panama) and Banco Davivienda, S.A. (Colombia) in a syndicated loan of up to US$440 million to Investment Energy Resources Limited (a subsidiary of the CMI group) and its companies related to energy production issues in the Central American region. Similarly, the firm advised Corporación Multi Inversiones (CMI) through its subsidiaries in Honduras on the feasibility of guarantees for both transactions. This transaction involved multiple jurisdictions and has been the largest green bond issuance to date in the region.
IDB Invest and Banco Promerica S.A., El Salvador (Banco Promerica) joined forces to issue the first Sustainability Bonds in El Salvador to finance green and social projects. BLP assisted in structuring the issue and preparing the securities documents and the bond subscription contract. This first issuance of Sustainability Bonds in El Salvador is also the first bond sale that uses SOFR as a reference rate in the Salvadoran market.
BLP has advised Banca de Inversión Bancolombia S.A., Banco Agrícola, S.A., and other local and foreign banks on a syndicated loan for up to $348 million, to the AES group. BLP acted as the legal advisor to the arrangers and the syndicated lenders. The firm assisted in structuring the credit facility, due diligence matters, and preparing and formalizing the transactional documentation, including the underlying security package.
BLP has advised our clients, IDB Invest as lead arranger and investor, and FinDev Canada as an investor in connection with the first issuance of a social bond in Costa Rica by the Social Bond Principles issued by the International Capital Markets Association. This is a private dematerialized subordinated issuance for up to $75 million, issued by Banco Nacional de Costa Rica (BNCR). The Social Bond is regulated under Costa Rica law and structured under two series subscribed to by the investors: $45 million by IDB Invest and $30 million by FinDev Canada.
BLP advised its client on all matters related to the acquisition, including performing due diligence on corporate, environmental, real estate, litigation, intellectual property, and regulatory issues to complete the acquisition. The firm also supported the client in preparing the investment scheme involving various jurisdictions and tax challenges, negotiating and drafting the share purchase agreement, and closing the transaction.
BLP has advised IDB Invest on its senior loan for up to US$70 million to Pantaleon S.A. to finance and strengthen Pantaleon’s value chain, supporting small and medium sugarcane producers in Guatemala and promoting the use of technology and innovation.
Repurchase of bonds of the Republic of El Salvador
BLP acted as legal counsel to Deutsche Bank Securities Inc., as dealer manager in the offering made by The Republic of El Salvador to buy its 7.75% Notes due in 2023 and 5.875% Notes due in 2025 (the “Notes”) for cash, subject to an aggregate amount of up to $360 million. The Republic of El Salvador repurchased part of the Notes with the support of Deutsche Bank.
BLP advised its client Oaktree Capital Management on all aspects of the transaction, on its US$225 financing facility to Establishment Labs, including its closing. Oaktree is a leader among global investment managers specializing in alternative investments.
BLP advised IDB Invest on structuring the financing and preparing guarantee documents and modification of the Trust held between the parties involved in the transaction while carrying out the registration process before the relevant government agencies.
BLP advised IDB Invest on a Debt Capital Markets Program to support the issuance of $150 million Sustainable Bonds in the Panamanian market of Banco Promerica de Costa Rica, S.A. IDB Invest acted as the issuer of the Partial Credit Guarantee for 30% of the total issuance of Sustainable Bonds.
BLP was the local advisor for IBD Invest in negotiating and executing the purchase and conversion of a liquefied natural gas (LNG) carrier to floating storage and regasification unit (UFAR), for an approximate amount of $130 million. The UFAR will be permanently located in the port of Acajutla, Sonsonate, El Salvador, to provide LNG regasification services to the 378-megawatt combined-cycle thermal plant of Energía del Pacífico Limitada de C.V. (“EDP”), which IDB Invest financed in 2019.
BLP advised Avianca Holdings S.A. on a complex debtor-in-possession (DIP) financing following its successful petition for relief under Chapter 11 of U.S. Law. The BLP team advised Avianca on critical aspects of the cross-border agreement in Costa Rica, Guatemala, Honduras, Nicaragua, and El Salvador. The transaction included a Tranche A secured senior loan, a Tranche B secured subordinated loan, and a buyback from Advent International of 30% in Avianca’s Bermuda subsidiary, LifeMiles Ltd, which operates one of the most extensive loyalty programs in Latin America.
BLP advised Deutsche Bank and HSBC in the new issuance of 30-year Eurobonds for $1 billion after advising Bank of America, Merill Lynch, and Deutsche Bank in the subscription and purchase of $1 billion in 7% sovereign bonds issued under Regulation S 144-A, payable by the Government of Costa Rica in 2044.
BLP advised Promerica Financial Corp. in acquiring Banco Citibank de Guatemala S.A. and three affiliated entities through which Citibank operates its banking and consumer business in Guatemala.
BLP advised the International Finance Corporation (IFC) on an agreement with the Municipality of San Jose for $12 million to finance infrastructure renovation projects in Costa Rica’s capital. The transaction combines financial support and technical advice over time in sustainable infrastructure, telecommunications, mobility, sustainable development, public-private partnerships, and digital solutions. This is the first transaction in which the IFC signed non-sovereign-backed financing for crucial infrastructure projects in Central America.
BLP represents the lenders of the Reventazón hydroelectric project, Central America’s main hydroelectric power plant (350MW), in all matters related to refinancing for its construction and operation. The financing involved the first bonds issued by the Costa Rican Electricity Institute for a project in Central America, including a type A and B loan structure and the issuance of type “B” bonds. For this transaction, BLP was awarded the “Central America Energy Deal of the Year“ accolade by IFLR.
BLP advised the Export and Import Bank of the United States, Banco Internacional de Costa Rica (BICSA), and the FMO (the investment agency of the Dutch Government) in the structuring, negotiation, and formalization of a $100 million loan agreement in favor of Globeleq Mesoamerica Energy (GME) for the construction in Costa Rica of the 50MW Orosi Wind Power Project which has an approximate cost of $130 million. This transaction was named “Financial Agreement of the Year for the Wind Power Sector in Latin America“ by Project Finance Magazine.
The BLP team advised Autopistas del Sol, a subsidiary of Globalvía, on issuing senior secured notes in international markets for $300 million and $50.75 million within local markets. This is the first time an infrastructure company has simultaneously issued international and local bonds in Costa Rica.
BLP advised Agence Française de Développement (AFD) in its line of credit for up to $149 million to the Republic of Costa Rica as part of the “Protect Plan,” which will help mitigate the effects caused by the impact of the coronavirus in Costa Rica and contribute to the country’s progressive transition to net-zero greenhouse gas (GHG) emissions for 2050.
BLP advised the seller, Grupo Orbis (Pintuco), on this regionally impactful transaction, employing attorneys from each of our offices in Costa Rica, Nicaragua, Honduras, El Salvador, and Guatemala as coordinating with lawyers in Panama. Besides conducting due diligence in the jurisdictions of Central America, BLP also analyzed the competition in each of the countries and, if required, will support any antitrust filings. Our consultancy covered the legal areas of business law, tax, labor, regulatory, intellectual property, compliance, competition, real estate, environment, and litigation.
Acquisition of Banco G&T Continental by Inversiones Financieras Grupo Azul in El Salvador
BLP advised its client Inversiones Financieras Grupo Azul, S.A (“IFGA”) on the acquisition of the shares of Banco G&T Continental El Salvador, S.A., and its subsidiary G&T Continental, S.A. de C.V., Casa de Corredores de Bolsa. Advice included everything related to the due diligence process on the target, the structuring of the transaction, and the preparation of the share purchase agreement.
Emblematic resolution in which environmental damages were awarded for groundwater contamination
ESPH, a regional water distributor, suffered damages to its water supply from a faulty gas station. BLP obtained a landmark ruling by the criminal court, in which environmental damages for groundwater pollution were recognized and granted for the first time.
The most significant civil case is processed in Central American courts.
BLP represented Dow Chemical in several product liability cases, including an $800 million lawsuit, the most significant civil claim ever processed in Central American courts.
BLP represents UBER in its operations and progressive incursion into the Central American market, successfully handling its affairs before Public Services Agencies, National Transportation Councils, Constitutional Chambers, Administrative Jurisdictions, and other government and judicial entities in all regional countries. The operation of UBER in Central America remains to date, the most high-profile legal case in the region.
In defense of a lawsuit filed by the Association of Free Consumers of Costa Rica, BLP obtained a historic resolution in favor of the banks of the National Banking System of Costa Rica, verifying the guidelines applied to ensure information had been correctly implemented.
BLP advised Calibre Mining to organize several joint venture agreements with Centerra Gold, and I Am Gold on the exploration process of multiple concessions owned by Calibre Mining and the regulatory approvals for such concessions. Additionally, the firm organized the negotiations and drafted the contracts of its client Hemco with Nicaraguan mining cooperatives. The mining regulator in Nicaragua is replicating the model structured by BLP.
BLP advised Amazon Web Services (AWS) on launching its first operation in Central America, based in Costa Rica. The firm’s services included configuration of the corporate structure, application to the Free Zone Regime, advice on labor matters, and obtaining all licenses needed for its operation in the Latin American market.
The Mexican group Mobility ADO, a global expert in public transportation that carries more than 500 million passengers a year in America and Europe, acquired, with the advice of BLP, the remaining 60% of the Costa Rican transport company Tica Bus, completing an acquisition of the company and its related entities in Costa Rica, Panama, Nicaragua, Honduras, El Salvador, Guatemala, and México. BLP continues to advise Mobility ADO in its day-to-day activities throughout the Central American region.
BLP advised Pellas Development on the realization of Hotel Dreams Las Mareas, a 440-room hotel with an investment of $130 million. The firm continues to advise Pellas Development on the planning and acquisition of land for the development of the Santa Elena Conservation Project, a 37,000-acre resort located in the northern part of the province of Guanacaste in Costa Rica.
With the advice of BLP, Gencom Group acquired the 1400-acre luxury master development in Costa Rica, secured by the award-winning 182-room Four Seasons Papagayo in the Papagayo Peninsula, that includes luxury amenities such as an 18-hole golf course designed by Arnold Palmer, a clubhouse, the Papagayo marina with 180 berths and the 38,000-square foot Beach Club of Playa Prieta, all recognized for offering the best service from more than 700 employees.
BLP is the principal advisor to Los Sueños Marina and Resort, the main resort and planned community in Costa Rica. This 1,100-acre project features a 200-room Marriott Hotel, an 18-hole golf course, and a marina with more than 200 berths.
BLP advised MPC Capital AG and ANSA McAL to acquire the 21 MW Parque Eólico Operativo Tilawind (Tilawind Operating Wind Farm), with the potential to expand its capacity to 40 MW, operated by Tilawind Corporation. BLP continues to advise the client on modifications to power purchase agreements, debt refinancing, regulatory and compliance issues, and the extension of the power generation license.
BLP advised Hunt Renewable Energy in developing the two 20 MW wind power plants located in Bagaces, Guanacaste, under a BOO structure. The projects were approved as “eligible” by ICE and responded to a call promoted by ICE to enter into a public-private agreement for up to 100MW of wind power. BLP continues to advise the client on wind power plants’ financing and day-to-day actions.
BLP has advised on the El Tornillito Hydroelectric Project, the second largest hydroelectric project in Honduras, located in six municipalities, with an installed capacity of 200 MW. This hydroelectric project was declared of Public Interest in Honduras since it has a flood control component for the Sula Valley, Honduras’s economic and commercial backbone with almost 2 million inhabitants. BLP permanently advises the project on environmental procedures, the concession of water resources, and any additional construction.