Martinez Vergara Gonzalez & Serrano (MVGS) is pleased to announce its participation in FinanceAsia’s forum entitled Philippines Capital Markets Forum to be held in HongKong on June 23, 2015.
The forum will focus on the discussions of key issues and opportunities within the Philippine capital markets, and will be led by the Department of Finance and Secretary Cesar V. Purisima. Participants include the Philippine Bureau of Treasury, the PPP Center, and representatives from the private and financial sectors.
MVGS is a Legal Sponsor to this event, with Atty. Manuel Z. Gonzalez, Head of the Capital Markets Practice Group, as one of the speakers and moderator.
It is expected that this forum will be attended by industry leaders in the Philippines, as well as potential investors, private equity funds, investment banks and other financial institutions. Participants will exchange insights into the Philippine business environment which has been considered as one of the most promising in Asia in terms of investment destination.
MVGS acted as sole legal counsel to Century Canning Corporation (“CCC”), parent company of Century Pacific Food, Inc. (“CPFI”) in this transaction with GIC. CPFI did not employ foreign counsel for this deal.
Manuel Z. Gonzalez, Head of the Capital Markets Practice Group of MVGS, was the Partner principally involved in the transaction. Essentially the role of MVGS was to assist CCC, parent of CPFI, in providing timely responses to GIC and its counsels on due diligence questions/issues raised, as well as the review and negotiation of the terms of the transaction. MVGS likewise provided responses/explanations to GIC on the newly completed corporate restructuring exercise undertaken by the Century Pacific Group of Companies in the Philippines (MVGS was legal counsel to the Century Pacific Group of Companies in the restructuring exercise) of which both CCC and CPFI are members.
MVGS utilized its experience and expertise in capital markets regulation to provide advice on the deal structure with GIC. Although CCC was the ultimate vehicle that entered into agreement with GIC, this investment into CCC was convertible into shares of stock of CPFI. What added some complexity to the deal was the fact that CPFI at the time was going through the process of registration and listing of its shares for an Initial Public Offering (IPO) with the Philippine Securities and Exchange Commission and the Philippine Stock Exchange (PSE) (MVGS was also legal counsel to CPFI for the IPO). Hence, the deal with GIC had to be carefully timed and undertaken in harmony with all regulations provided under the Securities Regulation Code of the Philippines and the PSE Listing Rule.
The investment of GIC had to be completed within a relatively short window due to the CPFI IPO. The transaction was completed in record time, prior to the actual listing of the CPFI with the PSE.
We have included an excerpt of the Firm’s write-up of its recent projects in Capital Markets for more detailed information. LM
Author Atty. Mark O. VergaraM and A Law Firm of the Year – the Philippines MARTINEZ VERGARA GONZALEZ & SERRANO
The Philippine economy has experienced exceptional growth in the past few years. Leading law firm Martinez Vergara Gonzalez & Serrano (MVGS) has shared that journey. MVGS was formed in 2006 through the dynamic mix of young experts in the legal profession. The young team has since then managed to bring MVGS to the forefront of a growing legal environment previously dominated by large and older law firms.
The journey of MVGS to its position as a leading and tiered commercial law firm in the Philippines is attributed to its ability to adopt fresh, innovative and creative ways of addressing client concerns. This critical attitude manifests in the Firm’s successful projects as MVGS prides itself with a client roster that includes the Philippines’ biggest conglomerates and major players across various industries.
The Firm boasts of a much sought-after practice in M&A, projects & energy, capital markets and corporate finance. In the capital markets, the Firm has advised on the first two initial public offerings at the Philippine Stock Exchange for 2014, with a third offering just completing regulatory approvals.
The Firm is at the helm of the private sector’s participation in the Philippine Government’s Public-Private Partnership (PPP) program, a cornerstone of the Aquino Administration’s development agenda. Since December 2011, of the seven PPP projects awarded, the Firm advised on three – the Mactan-Cebu International Airport, the School Infrastructure Project of the DepEd, and the Modernization of the Philippine Orthopedic Center, with combined local and foreign investments of about US$1.2 billion.
In the area of project finance, the Firm has in the past two years advised on financing projects with combined value of US$1.75 billion to fund a broad spectrum of industries, including power generation, water utilities, renewable energy, toll roads, airports and other infrastructure projects.
MVGS is delighted and appreciates its recognition as M&A Law Firm of the Year. The award recognizes the Firm’s significant role in the consolidation of the Philippine banking industry. MVGS is privileged to advise the Philippines’ largest bank, BDO Unibank, Inc. in its decade-long M&A deals, including its merger with Equitable-PCI Bank, and acquisitions of American Express Bank, GE Money Bank and Citibank Savings Inc.
MVGS believes in providing value to its clients and this means asking the right questions, giving timely and responsive solutions, and facilitating seamless execution through adequate preparation. MVGS promotes a team culture, offering an environment for constant training, mutual learning and feedback. Shared experience and expertise prepare its junior members to complement senior lawyers.
The Firm will bring this culture to the coming ASEAN Integration in 2015. The Partners believe that this will be the Firm’s biggest challenge but also its biggest opportunity. The challenge is for MVGS to remain competitive in order to advise both local and foreign clients in entering the global market.
Philippines 2013: Investor and Financing Sector Confidence in a Growing Economy
The overall investment climate in the Philippines in the past two years is undoubtedly very promising. Growth forecasts were increased in January 2013 by market observers and the Philippines was given an investment grade rating by Fitch Ratings in March 2013, raising the country’s long-term foreign currency debt to BBB- from BB+.
Martinez Vergara Gonzalez & Serrano (MVGS) was actively involved in some of the major deals that were successfully undertaken in the last two years, more particularly in the areas of acquisitions and project finance. For the partners of the Firm, the investment upgrade hardly comes as a surprise, considering the upsurge in investment and lending activities both from the public and private sectors.
In particular, Philippine banks and financial institutions (FIs) have been actively financing Public-Private-Partnership (PPP) projects. MVGS acted as counsel for the largest bank in the Philippines, BDO Unibank, Inc., and government FIs Development Bank of the Philippines and Land Bank of the Philippines in the P11.5 billion (about US$282 million) fund-raising for the Tarlac-Pangasinan-La Union Toll Expressway (TPLEX) project in June 2011, a project which garnered the Asia-Pacific-Transport Deal of the Year award of the London-based Project Finance. MVGS has also acted as counsel to the consortium between Megawide Construction Corporation and Citicore Holdings Inc., which was awarded the P12.8 billion ten-year contract under the Public-Private Partnership for School Infrastructure Project (PSIP) of the Department of Education for the construction of 7,100 public classrooms. The consortium recently concluded the successful offering of P6.5 billion corporate notes to partially finance the PSIP.
With the availability of cheaper funds, a number of holders of similar government concessions refinanced their project debts in the first quarter of 2013, such as water concessionaire Maynilad Water Services, Inc. (Maynilad) for an aggregate P22 billion (about US$550 million), and land titling modernization franchisee Land Registration Systems, Inc. (LARES) for P6.5 billion (about US$162 million), both arranged by leading investment house, BDO Capital & Investment Corporation.
In acquisitions, major deals of note include the P800 million acquisition by Pacific Meat Company, Inc. (a wholly-owned subsidiary of Century Canning Corporation) of the trademarks of “Swift” and “Swift’s”, formerly manufactured and distributed by RFM Corporation. Last month, the Firm closed a deal for an integrated hotel casino and entertainment complex involving an investment of at least US$1 billion to be operated by Macau gaming giant, MELCO Crown Entertainment (listed with the Hong Kong Stock Exchange and on the NASDAQ Global Select Market). The Firm represented listed companies SM Investments Corporation, the biggest conglomerate in terms of market capitalization in the Philippines, and Belle Corporation in the deal.
From the Firm’s perspective, the above deals and other acquisitions and financing projects handled by MVGS in the first quarter of 2013 and in the past two years indicate a growing confidence and optimism on the Philippine economy from both institutional investors and the financial sector. The Firm hopes that this growing optimism will translate to more significant deals in the next year or two, although it is the Firm’s view that the country needs to catch up in terms of faster improvement in transparency and efficiency in government processes, as well as certainty in tax and fiscal administration, which are aspects of the business environment that are perceived to be equally important in achieving continued economic success.
