Banking and Finance:
Vicente Lines
vicente.lines@ariaslaw.com
Diego Gallegos
diego.gallegos@ariaslaw.com
Arias advised EnfraGen, a developer and owner of renewable energy infrastructure, in the financing for the acquisition in Costa Rica of their first wind power asset for $1,060,000,000.00. In addition, EnfraGen acquired renewable operating assets in Panama and executed a refinancing of a 2020 facility, which also meant a restructure for the Costa Rican entities.
The deal included the structuring of local financing documents, including the preservation of the existing trust structure created to secure the target’s bond issuance, the repayment of that bond issuance and repurposing of the trust for the new project financing. Several departments of the firm were involved, including the M&A department, and public law department, to review obligations under the existing PPA.
Arias advised Banco Santander in the acquisition financing by H.I.G., Capital of several entities engaged in the logistics business in Latin America. Banco Santander and Banco Latinoamericano de Comercio Exterior (Bladex) granted a loan of up to $54,375,000.00, in favour of RANSA CORP S.L., a sociedad limitada organized under the laws of Spain as the Borrower, to acquire a group of corporations in the logistics business in Latin America, free of any material liability or contingency and repayment of financial debt. As a part of the transaction, some subsidiaries, such as the one in Mexico, Colombia, and Costa Rica, became Guarantors of the Loan. This financing was part of a complex acquisition structure that involved various stakeholders, parties, and jurisdictions.
Sustainable Ocean Fund ("SOF" formerly known as Althelia Sustainable Ocean Fund SICAV-SIV) creates investor value and social impact by providing growth capital to companies that harness the ocean’s natural capital. For this specific matter, they provided a refinance of $12M to Aquacorporación Internacional S.A., which is part of Aquafoods Group, one of the largest marine fish processing and mariculture companies in Central America. Specifically, SOF provided the working capital required to boost Martec’s sustainable aquaculture practices so that it can fulfil its vision of becoming the market leader in sustainable seafood in the region. Diego Gallegos and his team at Arias prepared the local security documents, as well as advised on the English Law documents, prepared a legal opinion, negotiated with Aguafoods Group (which Aquacorporación is part of), and intervened with the UK counsel.
Arias represented several financial institutions as Lenders in financing a loan in the aggregate amount of $320,000,000 to BIOMERICS, LLC, a Utah limited liability company as the Borrower.
Mergers and Acquisitions
Andrey Dorado
andrey.dorado@ariaslaw.com
Andrey Dorado and his team advised Decameron in the sale of the 100% of the shares of Skyscraper City Limitada, a Costa Rican entity that owned the Aloft Hotel in San Jose, Costa Rica.
Andrey Dorado advised Snowflake in the acquisition of the shares and the carve-out of one of the business units of the seller. Our team participated in the due diligence process and advised on the transaction documents and agreements from a Costa Rican standpoint. Andrey´s team analysed the corporate implications of the different corporate structures proposed for the acquisition of the shares in Costa Rica and advised the carve-out of one of the business units of the seller.
Andrey Dorado and his team in Arias Costa RIca and Arias Panama assisted TWO with the due diligence process, the closing documents from a local law perspective, and assessing whether a merger control filing was required. Arias was in charge of consolidating the Costa Rican and Panamanian due diligence. This deal consisted of a business combination agreement between TWO as a special purpose acquisition company (SPAC) and Latam Logistics Properties with a valuation of approximately $578 million. Latam Logistic Properties is engaged in the development, acquisition, and operation of industrial real estate assets with 28 facilities in Costa Rica, Peru, and Colombia. Upon closing the combined company is expected to go public in the New York Stock Exchange.
Univar Solutions Inc. is a global chemical and ingredients distributor interested in acquiring regional Chemical company Chemsol. Chemsol's main companies are located in Panama and have affiliates in Costa Rica, El Salvador, Guatemala, and Honduras. Andrey Dorado was the key point of contact, coordinating due diligence efforts and streamlining the pre-closing stage for both parties throughout our Central American offices. Andrey Dorado assisted the buyer with identifying risks and coordinating corporate, labour, and tax matters essential to the transaction. Our team also advised the buyer with antitrust assessments. The deal consists of a share purchase of the entire company, including the affiliate target companies.
