Notable Cases and Transactions

The following is a representative list of salient transactions and matters in which Ferraiuoli professionals have been involved:

  • Since 2009, and to-date, the first and single Puerto Rico resource recovery project for the development, design, financing, construction and operation of a 2,100 ton/day, 80MW renewable energy power plant using processed refuse fuel. This is a private sector investment of approximately $700 million in world class proven renewable energy and solid waste management infrastructure.
  • Acted as counsel to Banco Santander Puerto Rico in the closing of a $14,000,000.00 credit agreement for the financing of seven (7) solar photovoltaic energy projects involving the P.R. Aqueduct and Sewer Authority – this being only the second such transaction locally financed for a renewable energy project. Ferraiuoli also was involved in the first transaction with Banco Santander Puerto Rico – both falling under Puerto Rico’s Renewable Energy Act (of 2010) and involving Grants for Specified Energy Property In Lieu of Tax Credits under Section 1603 of Division B of the American Recovery and Reinvestment Act.
  • In a groundbreaking transaction and first-ever in Puerto Rico, acted as local counsel to the entities listed below in a world class Public Private Partnership (P3) transaction involving Puerto Rico’s International Airport, specifically involving: (i) the re-financing of a portion of the leasehold fee and certain other costs and expenditures associated with the Luis Munoz Marin International Airport Lease Agreement, through the issuance and sale of senior secured notes in the aggregate principal amount of $350,000,000; and (ii) the financing of certain other costs and expenditures (including capital expenditures) associated with the P3 transaction through a senior secured term loan commitment in the aggregate principal amount $50,000,000 and revolving facility of $10,000,000. Puerto Rico reached FAA approval and financial close of the transaction during March 2013.
    Represented entities include:

    • Citibank, N.A.
    • Royal Bank of Canada
    • Teachers Insurance and Annuity Association of America
    • Massachusetts Mutual Life Insurance Company
    • ING USA Annuity and Life Insurance Company
    • Transamerica Life Insurance Company
    • Pacific Life Insurance Company
    • Connecticut General Life Insurance Company
    • Sun Life Assurance Company of Canada
    • The Prudential Insurance Company of America
    • Nationwide Life Insurance Company; and
    • UBS AG, Stamford Branch, among others.
  • Acted as local counsel to the Federal Deposit Insurance Corporation in the 2010 consolidation of three (3) failed Puerto Rico banks, including the drafting of the perfection of a security interest in favor of such federal agency and tax provisions to be incorporated in the transaction documents, including promissory notes with face value in excess of $10,000,000,000.00.
  • Represented the State Workers Compensation Insurance Fund in the 2011 refinancing of its $250,000,000.00 debt with the Government Development Bank and Banco Santander.
  • Represented an international real estate conglomerate in connection with a $100,000,000 Term Loan for the re-finance of three (3) shopping centers in Puerto Rico.
  • Represented local developer in the negotiation of an $11,000,000 construction and permanent loan for the development of the facilities for a nationally recognized mega discount pharmacy.
  • Provided general counsel to the principal supplemental educational services company in the United States for the negotiation of their $20,000,000.00 credit facility with a US based bank.
  • Represented the Puerto Rico Tourism Company (PRTC) in connection with the tax concession and tax credits generated by the development and investment in the Ritz Reserve Dorado Beach in Dorado, Puerto Rico, which projects comprises a total estimated investment of $340,000,000.00. Also acted as borrower’s counsel to the PRTC’s private equity subsidiary, the Hotel Development Corporation, in connection with a $15,000,000.00 loan to the developer of the project convertible into a preferred equity interest.
  • Acted as counsel to the Puerto Rico Tourism Company in corporate matters in connection with the application of the Coco Beach JW Marriott, a project representing a total investment in excess of $200,000,000.00 located in Río Grande, Puerto Rico.
  • Performed the corporate reorganization of a multinational wireless content provider with operations in thirteen (13) countries in North and Latin America, and sales in excess of $30,000,000.00. Attorneys from Mexico, Colombia, Ecuador, Argentina and Uruguay were also involved in the process.
  • Drafted a bill approved by Puerto Rico’s Legislature to extend incentives granted to the cruise ships visiting Puerto Rico and provide additional incentives to this industry.
  • Represented a premier local financial entity in the acquisition of an entity in Costa Rica that handles electronic transactions with credit cards and linking services for such in the amount of $3,600,000.00. The transaction involved international, and multiple, parties including a Costa Rican based society and a Panamanian bank.
  • Represented a global entertainment and talent company with regards to the negotiation and revision of joint venture documents between partners based in the United States, Mexico and the Netherlands for the establishment of a television production company to serve the Hispanic markets in South, Central and North America.
  • Advised one of the top two (2) brands of coffee in Puerto Rico during the sale to United States investors in the amount of $35,800,000.00.
  • The sale of a controlling interest of a Puerto Rico premier system integrator to a leading Caribbean telecommunications conglomerate, a transaction valued at $10,000,000.00.
  • Acted as counsel to the Puerto Rico Tourism Company in corporate, real estate, tax and tax incentive matters in connection with the tax concession for and tax credits generated by the investment in the W Vieques Retreat and Spa in Vieques, Puerto Rico.
  • Acted as counsel to the Hotel Development Corporation in connection with its $1,000,000.00 investment in the rehabilitation and improvement of the San Juan Water and Beach Club Hotel in Isla Verde, Puerto Rico.
  • Represented the largest processor, distributor and manufacturer of flat-metal products in the Caribbean in the $2,000,000.00 acquisition of a national manufacturer of high quality shell and tube heat exchangers.
  • Acted as counsel to Advent Morro regarding the purchase of a majority stake in Universal Protection & Maintenance, Corp.
  • Acted as counsel to Advent Morro in the acquisition of a majority stake in Quality Water Systems.
  • Advised minority shareholders in the negotiation and execution of the sale of EJE Sociedad Publicitaria to Omnicom Group Inc., a public conglomerate of advertising agencies.
  • Served as counsel to CC1 Limited Partnership in the acquisition of the Malta Corona trademark, formula and related Intellectual Property.
  • Assisted Groupon Puerto Rico in the establishment of its operations in Puerto Rico. Groupon has been one of the world’s fastest growing Internet companies.