Corporate - Ferraiuoli

Ferraiuoli’s Corporate Practice is ranked as one of the leading corporate law groups in Puerto Rico according to Chambers & Partner’s 2015 Global and Latin America Guides. Our experienced corporate attorneys represent and provide counsel to leading private and publicly traded companies and financial institutions ranging from local and foreign start-up ventures to Fortune 500 companies and leading local companies across all major industries.

As a full-service law firm, we leverage our legal experience and know-how to counsel our clients on the complete spectrum of the corporate and business challenges and opportunity they face – from issues that commonly arise in the ordinary course of business to unique circumstances that require sophisticated knowledge and understanding of the law and particular industries.

We offer comprehensive advice and representation in all major corporate practice areas, including:

commercial lending and corporate finance
mergers and acquisitions
corporate governance
real estate
private equity and venture capital
securities and capital markets
banking and financial institutions
distribution and franchising
government and legislative affairs
government contracts and procurement
insurance law

Our Corporate Practice provides leading guidance and advice in structuring establishment of operations and governance matters as well as advice in dealing with private parties or governmental agencies or instrumentalities in connection with capital raising via private placements and other offerings, applications for licenses and permits, drafting and negotiating credit facilities, workouts, intellectual property transfers and licensing, joint ventures, partnerships, shareholder and operating agreements, concession agreements and management agreements.

Recognition:

Since 2010, the Corporate Practice has been ranked as one of the leading corporate law groups in Puerto Rico according to Chambers & Partner’s Global and Latin America Guides.

Representative Matters and Transactions:

Acted as local M&A counsel to a principal upstream gasoline wholesaler brand in the acquisition of a competitor’s Puerto Rico and USVI operations.

Acted as local counsel to a leading global pharmaceutical company in its $11,000,000,000 joint venture with another global pharmaceutical company for the manufacturing, sale and distribution of brand name consumer over the counter products.

Represented a leading global private equity fund in the due diligence, bid process, negotiation and closing of a Loan Portfolio and Real Estate Purchase Agreement whereby Lone Star acquired a commercial real estate loan and REO portfolio from one of Puerto Rico’s local banks with an aggregate value in excess of $350,000,000.

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 a local financial institution in the acquisition from another financial institution of the residential mortgage servicing rights for GNMA pools of loans sold into Ginnie Mae I and Ginnie Mae II.

Represented a local hotel developer in the acquisition, development and financing of a new hospitality project.

Represented local commercial and real estate conglomerate in the acquisition of the local Starbucks operations and the negotiation of franchise and development rights.

Represented a national housing developer in the refinancing of its Puerto Rico lodging facilities.

Represented a national banking association and a private equity fund in a multi-state sale and leaseback and debt restructuring transaction involving a publicly-traded retail holding company.

Advised a subsidiary of an international renewable energy conglomerate in the development phase of a 57 MW and 21 MW renewable energy projects in which the client will develop, construct and operate solar energy conversion systems and power generation facilities in Puerto Rico for the production of electrical energy for sale to a utility company as well as other users. The advice spans almost the entire gamut of sophisticated real estate practice since it entails analysis of land purchase, leases, constitution of restrictive covenants, and wide array of easements, such as sunlight, clearance rights, subjacent and lateral support, utility lines, signage, and access.

Advised the real estate affiliate of a major operator of movie theaters in Puerto Rico on the sale of key real estate in an industrial park in San Juan. The advice comprised issues regarding legal nuances for both seller and purchaser on the impact of ongoing operations at the site.

Advised a subsidiary of the construction division of a Spanish-based international conglomerate on contracting and construction of several phases of the San Juan, Bayamon & Guaynabo light railway system in an aggregate sum exceeding $300,000,000, which to this date still constitutes one of the preeminent construction projects in Puerto Rico, and the contracting and construction of a water treatment plant in Fajardo, Puerto Rico in an aggregate sum exceeding $32 MM. The advice encompassed myriad contractual scenarios that arise in such a project, including subcontractors, suppliers, owner, and government agencies regulatory and permitting issues.

Acted as local counsel to a manufacturing and logistics industries in connection with a revolving line of credit, swing loans and letter of credit issuances from a national bank and other lenders party thereto in the principal amount of up to $300,000,000.

Acted as local counsel to a nationwide specialty retailer in connection with a revolving line of credit, swing loans and letter of credit issuances from a Fortune 500 company and other lenders party thereto in the principal amount of up to $115,000,000.

Acted as local counsel to a gasoline wholesaler brand with the restructuring of its Puerto Rico inventory financing facilities with an international bank in an aggregate amount in excess of $100,000,000.

Acted as co-counsel to the client in the repurchase of its existing preferred stock and the later sale of a preferred equity interest to a New York based private equity fund. Mainly advised client with regards to transaction structuring, tax structure, labor issues and securities compliance.

Represented two commercial lenders providing acquisition financing to a local investor group for the purchase and repositioning of an income-producing office and retail complex located in Hato Rey, Puerto Rico.

Counsel to borrower with operations in multiple states, in the negotiation and execution of forbearance and loan modification documents in connection with a term loan and revolving line of credit in an aggregate amount of $20,000,000. The transaction involved due diligence for the lender and ten of its affiliates and subsidiaries which operate or have been authorized to do business in a total of 39 states.

Counsel to seller in the sale of 50% of the ownership in a company providing specialized healthcare products and services. Transaction was scheduled in multiple transactions in order to minimize tax liability to client.

Represented a nationally chartered bank in the restructuring of credit facilities extended to a major distributor of food and beverage products in Puerto Rico.

Served as counsel to seller in the sale of an existing medical practice specializing in radiology. Transaction included the sale of real and personal property, professional services agreements with the physicians and the negotiation of a transition period.

Acted as lead counsel in the private placement of the company’s preferred stock to investors in several states of the United States and Puerto Rico. Provided corporate structure and documentation for the offering and ensured securities compliance in all applicable jurisdictions. The company is a social media and commerce platform within the health and fitness industry.

Corporate reorganization of local real estate conglomerate dedicated to the administration of commercial office space and shopping centers in Puerto Rico. The transaction involved general corporate matters, as well as the assignment of all assets and the assumption of all liabilities of the real estate management to a mercantile partnership organized under Puerto Rico law.

Acted as Seller Counsel in the sale of 51% ownership of a local health care company with over $225 million in annual sales.

Local counsel to a gasoline wholesaler brand with an uncommitted receivables purchase facility with an international bank in an aggregate amount of $100,000,000.

Counsel to a developer’s related entities with several financings, re-financings and loan modifications with a national bank related in an aggregate amount of $61,000,000.