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Introduction Introduction Ranked as a Top ten Global Law Firm, CMS can work for you in 41 countries and with 73 offices worldwide. More than 4,500 CMS lawyers offer you business-focused advice tailored to your needs, whether in your local market or across multiple jurisdictions. Your World First ‘Your World First’ is our promise to you. This means we are client-centric, have a global vision and are performance driven. Client-centric: Being immersed in the industry Performance driven: CMS takes pride in sectors our clients operate in is at the heart of first-class execution and project management – what we do. Our business is structured according we deliver results, not just opinions. This approach to our clients’ industries, delivering technically to service delivery is the same everywhere, based excellent lawyers who talk your language. on a commontraining programme and a shared understanding of what our clients value. Our added value services are intended to make our clients’ lives easier. We provide services such All CMS lawyers are focused on providing quality as Law-Now, which provides practical and timely advice and quality service. We recruit, value and knowledge relevant to your business, and nurture top talent and through regular, webinars that provide training at your desk. independent evaluations, we identify opportunities to make improvements in our Global vision: We have deep local expertise in service and feed this back to our lawyers. many jurisdictions, with an understanding of global trends that is supported by knowledge sharing across CMS. We have a track record of expanding to meet client needs, allowing multinationals to manage global or regional projects through a single point of contact, or connecting them with on-the-ground support in new target markets. 3
About us CMS Grau CMS Grau is one of the most important law firms in Peru with more than 80 years of experience oriented to provide integral legal advice. Our team of specialized professionals offer innovative solutions with measurable results according to our clients’ needs. Our philosophy involves the commitment with our clients to provide effective and high quality legal service. A merger at the start of 2017 with international firm CMS is the latest – and perhaps most convincing – indication that Grau Abogados is becoming a truly outward-looking and modern firm. Latin Lawyer 2018 4 | CMS Grau
About us Recognitions Each year CMS Grau is listed on different international publications as leading law firm in several practice areas and our lawyers are recognized as experts in their fields. erica Corpo Am r ACC at ti n eC y La L A ounsel Ass tor PP rec D E A ROV Di o c ia ed tion Approv LATIN AMERICA 5
About us Our practice areas and sectors We have 21 practice areas and sectors, and a team of more than 100 lawyers, who interact to cover our clients´ needs in an efficient and integrated manner. Aviation Banking & Finance Bankruptcy & Restructuring Competition & EU Compliance Consumer Products Corporate / M&A Dispute Resolution Employment & Pensions Energy: Electricity, Oil & Gas Environmental Law Hotels & Leisure Infrastructure & Projects Insurance Intellectual Property Life Sciences & Healthcare Mining Public Procurement & Administrative Law Real Estate & Construction Tax TMC - Technology, Media & Communications 6 | CMS Grau
CMS Grau has a solid full service offer, with energy, corporate and finance key areas, as well as a recently expanded tax practice. Clients line up to praise the service they receive. Latin Lawyer 2018
Banking and Finance Banking and Finance At CMS Grau we know the dynamics that exist in the area of Banking and Finance both locally and internationally, covering the full spectrum of banking, financial, regulatory and capital market matters. Our practice covers various types of financing and we Grau we have extensive experience in all sectors and are mainly active in project finance, syndicated loans, especially in natural resources, agribusiness, retail and issuance and placement of debt securities and debt projects. securitization. Globally, we have a team of more than 500 specialized We have advised local and foreign financial institutions, lawyers, which allows us to provide advice on international organizations, investment funds, private international transactions in a coordinated and effective and public investors, local and foreign companies, and manner. the Peruvian government, acquizing us experience from different positions in a transaction, whether as Our goal is to provide clients with practical advice with borrowers or lenders, structuring agents or issuers. a sector-wide vision delivered by a multidisciplinary team. Today's banking and financial transactions require not only a global but also a sector focused approach. A CMS 8 | CMS Grau
Banking and Finance Understanding your business Our multi-disciplinary team is comprised of experts from all practice areas and sectors. This provides us with an understanding of the specific problems of each transaction and allows us to provide you with expert advice, identifying the real risks of the transaction and offering practical solutions to them. Capital Markets — issue of debt instruments — IPOs — issue and placement of securities — advisory on Capital Markets — securitization and trust funds — investment funds Baking and Finance — swaps — lending and leasing — syndicated Loans — structured finance and project financing — financial derivatives — bank trusts Clients report: "The service has been excellent. The professionals that advise us have always demonstrated technical prowess, commercial experience, agility and attentive service. They always add value." Chambers Latin America 2019 9
Financing Experience Energy / Oil & Gas Mining Enagás Internacional Antamina Advising on the financing of the Peruvian Advising to obtain financing for their project Southern Gas Pipeline (GSP), in a project and subsequent refinancing for amounts finance of more than US$ 7,000MM. in excess of US$ 2,000MM. CAF and DEG Silver Wheaton Advising the Andean Development Advising on offtake financing for the Hudbay Corporation and DEG on the financing of Group for the construction and implementation a hydroelectric plant, in a project finance of of the Constancia Project for an approximate more than US$ 120MM. amount of US$ 600MM. Empresa Eléctrica Agua Azul Tahoe Resources Advising on the financing of the El Potrero Advising on the financing for the acquisition Hydroelectric Power Plant and the associated of a revolving credit for US$ 150MM and transmission line transmission line in in aa project project finance finance for for the granting of the respective guarantees more than more than US$ 50MM. at the Peruvian subsidiary level. DEG Río Tinto Mining Exploration Advising on the financing of the RER Advising on the creation and updating of Hydroelectric Power Plant, a project guarantees to ensure a credit of of over US$ 50MM. US$ 21.5MM and a 1% Net Smelter Return Royalty and advising on the negotiation and closing of the second tier guarantees in favor of Macquarie Bank Limited, for the financing of the development of said project for the amount of up to US$ 100MM. Central Hidroeléctrica Langui Advising on the negotiation of a loan granted by CAF to finance the expansion of the electrical infrastructure of Langui power plant and in the process of granting guarantees within the framework of this financing. 11
Compliance Experience in Financing Infrastructure Agro-industry KfW Rabobank Advising on the structuring of a loan Advising on the financing of a loan granted granted to a public company for to an agro-industrial company for an more than US$ 50MM. amount of US$ 28MM. Estacionamiento Rivera Navarrete Proparco Advising on the design, negotiation and Advising on the granting of a loan to the closing of the financing granted by Inter-American Bank of Finance for Interbank for an approximate amount an amount of US$ 20MM. of US$ 35MM in the first project finance related to the construction of underground parking lots in Lima. IFC and IDB Agrícola La Venta Advising International Finance Corporation and Advising on diverse financing for amounts Inter-American Development Bank on the over US$ 10MM. granting of a loan in favor of Norvial S.A. for an amount of US$ 35MM. MEF Advising the Ministry of Economy and Finance on the offer and placement of sovereign bonds for more than US$ 600MM. Grupo Andina Advising Cosmos (member of the group) in the negotiation of guarantees with a foreign investor and international financial institutions in the framework of the granting of guarantees for US$ 100MM. 12 | CMS Grau
Experience in Financing Retail and Services Falabella Group Westpac Banking Corporation Advising its various operating companies Advising on the granting of various credit on medium-term loans with and without facilities (with the participation of the Australia guarantees, securitizations, corporate bonds and New Zealand Banking Group Limited (placed through public and private offerings), and the National Australia Bank Limited) commercial papers, certificates of deposit in favor of Austin Engineering Group for and financial lease and leaseback transactions an approximate amount of US$ 155MM and for amounts over PEN1,500MM. in the process of granting guarantees to Advising on various bank loans and public the Peruvian subsidiary of Austin Engineering bond issuance programs for more Group within the framework of this financing. than PEN 1,000MM Interbank Campbell Brothers Limited Advising on the structuring of securitized bonds Advising on the creation and updating issued by Innova Schools and credit facilities, of guarantees to secure a syndicated loan whose funds would be used for the expansion granted by Royal Bank of Canada, of its schools, with a value of more Commonwealth Bank of Australia, among than PEN 170MM. others, for a value of more than US$ 200MM. Advising on the granting of financing to real estate companies of the Brescia Group and its subsequent assignment to special purpose vehicles for more than US$ 70MM for the realization of various real estate projects. Boart Longyear Group Advising on the financing and re-profiling of its long-term debt through financing with the Bank of America and the US Bank National Association, and subsequently in the process of Exsa injecting capital into a private group for an Advising on the financing of an unsecured amount in excess of US$ 500 million. loan granted by BBVA Banco Continental for approximately US$ 30MM. ALS Group Advising on notes issue for an FMO approximate amount of US$ 297MM, and Advising on medium-term credit to Acceso for on the process of granting guarantees within the financing of its operations for US$ 10MM. the framework of said financing. Credicorp Capital Locfund Advising the Real Estate Fund administered by Advising the Bolivian investment fund on the Credicorp Capital for the placement of various granting of credit facilities to Peruvian micro-finance real estate investments for more than PEN 100MM. institutions for the amount of US$ 7.5MM. 13
Corporate / M&A Corporate / M&A At CMS Grau we understand the challenges you may face in the normal course of your business. Our hallmark is to incorporate elements that allow operations to be successful over time, facilitating the integration of the cultures of the companies involved, in order to maximize synergies. CMS Grau has a solid corporate team that provides transaction. We make sure that there is always an support in the design, negotiation, and execution of efficient tax planning, and we examine all the sensitive mergers and acquisitions in the mining, energy, real aspects from the labor point of view. We work closely estate, commercial, industrial, health, agriculture, and with audit firms, financial consultants, and in the case of other sectors, going through all phases of the natural resource transactions, with environmental, negotiations until the conclusion of the agreement and community relations and social consulting firms. post-closing follow-up. We have participated in the largest purchase of shares and rights ever to have taken place in Peru in the amount of more than 6 billion dollars, as well as in the Well-known practice with an established advisory services of one of the largest and most track record in corporate matters (...) important operations ever carried out in the electricity The service is consistently high-quality and sector. rigorous, and the team always provide accurate advice. We have a well-developed and well-achieved work Chambers Latin America 2019 methodology that reviews in detail all regulatory, environmental, sectoral and other relevant aspects of a 14 | CMS Grau
Corporate / M&A On a global level We have a network of over 1000 lawyers in 39 jurisdictions who offer: — The capacity to handle more transactions than any other law firm We have an enormous amount of successfully negotiated deals, which is why our area is ranked every year by important international publications. — Multijurisdictional experience We work seamlessly with our teams in various jurisdictions on international operations. — Solutions for dynamic economies We offer customized regional solutions for businesses in diverse and rapidly growing economies. Our service We provide advice on all legal aspects of transactions: Mergers and Acquisitions Private Equity — private acquisitions and disposals — buyouts and minority investments — joint ventures — co-investments — strategic alliances — buy and build strategies — cross-border mergers — exists: trade sales, stock market's exits, — public takeovers secondary buyouts — corporate advisory and governance — director’s duties Additional experience — due diligence — group reorganisations — concessions 15
Experience in M&A 16 | CMS Grau
Energy Oil & Gas Colbún Thermochilca Auction Advising on the auction -including due Advising an international consortium in the diligence- and purchase of 100% of the shares auction (including due diligence) for he acquisition for a value of US$ 786MM, including the of a thermoelectric plant of more than 400MW 540MW Chilca Thermoelectric Plant. in Chilca (one of the largest in Peru). Duke Energy Enagás Advising an international consortium on the Advising on the purchase of 5% of the share capital of TGP of SK Corporation, in order to auction (including due diligence and share increase its stake in the share capital to 25%. purchase agreement) for the acquisition of 100% of the shares of four hydroelectric plants, one thermoelectric plant and two transmission lines belonging to companies related to the Duke Energy Egenor Group. Shell Advising on the sale of its downstream businesses in Peru (service stations and others). Chaglla Auction Advising an international consortium in the auction (including due diligence) for the acquisition of Chaglla, 462MW Hydroelectric Plant (the third largest in Peru), in Huallaga. Aluz C&O Perú Advising on the sale of 50% of the controlling interest in Compañía Eléctrica Agua Azul to MC Energía (Marsa Group). DEG Advising on the financing of the RER Hydroelectric Power Plant, a project of over US$ 50MM. Exxon Mobil Advising on the sale of its downstream businesses in Peru. Perú LNG Advising an important hydrocarbon company Chilean company in the sector in Singapore on the purchase of Repsol's stake in Peru LNG, a liquid gas project valued at Advising in the acquisition process of US$ 2,000MM. assets of Exxon Mobil in Peru. 17 19
Experience in M&A Retail and Services Falabella Group Falabella Perú Advising on the acquisition in stock market of Advising on the spin-off of Aventura Peru (a 100% of Maestro for US$ 490MM. company managed by Ripley and Falabella), in which the five Aventura Peru shopping centers were divided between Falabella and Ripley. Emerson Advising on the acquisition of a local industrial Brescia Group machinery and equipment company for Advising on the preparation of the legal strategy, more than US$ 10MM. analysis of the possible contingencies and acquisition of a property for a value of more than US$ 17MM and advising Inversiones San Borja in the preparation and negotiation of the Guarantee Trust Agreement to guarantee Banmédica obligations arising from the Purchase and Sale Agreement. Advising on the joint venture with Pacifico Health Care Provider in order to unify its market position, experience and assets in the health care sector. Open Plaza Huancayo Advising on the negotiation, structuring, acquisition and reorganization of three properties owned by 114 people who received the properties as Elevar payment of the social benefits of the Cooperativa Industrial Manufacturas del Centro; advising on the Advising on the purchase and subsequent conclusion of the legal proceedings, the cancellation sale of 40% of Caja de Los Andes. of labor debts of more than 200 workers and Advising on the acquisition of a minority former workers of the Cooperativa, the obtaining stake and subsequent increase in the capital of licenses and authorizations for the construction of Financiera TFC. and operation of the Shopping Center and the contracting of civil works. The transaction involved an investment of approximately US$ 280MM. Private Equity Advising on the investment and acquisition of an interest in an important company with land in the Olmos project. 18 | CMS Grau
Experience in M&A Retail and Services Mining San Agustin Hotels Glencore Xstrata Advising on the acquisition of real estate for Advising on the sale of its entire stake in the Las the implementation and operation of three Bambas project valued at US$ 7.3 billion to a and four star hotels in Miraflores and Arequipa, consortium led by MMG Limited. having invested approximately US$ 6.5MM in 2015. Mitsubishi Advising on the acquisition of International Open Plaza Angamos Finance Corporation's stake in the Quellaveco project for approximately US$ 800M. Design of the project for the construction and operation of a shopping centre on ten The consultancy included the due diligence properties of different owners and advice on the process of the project, as well as the analysis financing of the construction of the shopping of all the electrical permits involved. centre, the construction contract, the accumulation of properties, the granting of easements, surface rights and the constitution of a trust in guarantee, which involved an investment of US$ 100MM. Xstrata Advising on the acquisition of 100% of the stake of BHP Billinton Tintaya S.A. for US$ 750MM. Sodimac y Tottus Advising on the structuring and design, as well as the development of a project for the Chinese Consortium Zinjin construction of a hypermarket (Tottus) and Advising on the acquisition of 89.9% of the stake in a home improvement store (Sodimac) within Monterrico Metal through AIM from the London the Jockey Plaza Shopping Center, which involves Stock Exchange, for a value of US$ 200MM. an investment of more than US$ 80MM, through the innovative figure of the sub-surface or second-degree surface - registered for the first time in the property registry of Lima. 19
Contacts
Contacts Our team Juan Carlos Escudero Partner Juan Carlos Escudero has more than 20 years of experience as a lawyer and to date, he is the Managing Partner and the co-head Partner of the Corporate, Banking and Finance areas of CMS Grau. He has solid experience in Banking, Finance, Capital Markets, Mergers and Acquisitions, and Infrastructure. Represents companies dedicated to industry, commerce and infrastructure. In addition, he has advised in the structuring of the most important funding that has been made to a private company in Peru by international banks. He holds a Master of Laws (LL.M.) from the University of Connecticut, USA. T +51 1 513 9430 E juancarlos.escudero@cms-grau.com Department co-head Juan Carlos Escudero Velando maintains a visible practice within the domestic corporate arena and is singled out by one client as "a high-level practitioner." He assists with M&A, corporate reorganisations and financing related to an array of sectors such as the pharmaceutical, retail and agriculture. Chambers Latin America 2019 - Corporate/M&A /////////////////////////////////////////////////////////////////////////////////////////////// Michelle Barclay Partner Michelle Barclay has international professional experience and specialization in corporate, mergers and acquisitions, corporate restructuring and investment projects, public-private partnerships (PPP). Advises local and international clients in the purchase of assets, joint ventures, M&A and refinancing of companies, as well as in the sale and purchase of companies in crisis and infrastructure projects. She holds a Master of Laws (LL.M.) from New York University and is a collegiate in New York, which allows her to practice as a lawyer in that State. Michelle has worked as a permanent associate at Skadden, Arps, Slate, Meagher & Flom LLP (in New York City). T +51 1 513 9430 E michelle.barclay@cms-grau.com "The phenomenal" Michelle Barclay Thorne is a respected figure in the Peruvian bankruptcy market. She garners widespread recognition from sources, who declare: "She is an excellent lawyer with great experience at a national and international level. She is persistent, a perfectionist, and always up to date." Chambers Latin America 2019 - Bankruptcy and Restructuring 21
Contacts Sergio Oquendo Partner Sergio Oquendo co-heads the Corporate, Banking and Finance areas of CMS Grau. He specializes in project development and finance, corporate acquisitions and international and cross-border transactions. Sergio has extensive experience leading multidisciplinary teams, and interacting with global companies and law firms in the structuring, negotiation and closing of multi-jurisdictional deals. He has participated in many of the most relevant transactions in the Peruvian market, with an aggregate value of several billions of dollars. Sergio has advised clients from different sectors in industries such as Oil & Gas (the Camisea Project), mining, forestry, energy and hospitality. He T +51 1 513 9430 holds a Master’s Degree (LL.M.) from Columbia University in the City of New E sergio.oquendo@cms-grau.com York (where he was a Friedmann Fellow and a Fulbright Scholar). Sergio worked at Milbank, Tweed, Hadley & McCloy (NYC Office) as foreign associate. Sergio Oquendo is a capital markets expert and a tough negotiator. He is a highly intelligent lawyer and extremely detail-oriented; I am always glad he is on my side of the table. Chambers Latin America 2015 - Banking & Finance /////////////////////////////////////////////////////////////////////////////////////////////// Diego Peschiera Partner Diego Peschiera co-heads the Corporate, Banking and Finance areas of CMS Grau. He specializes in banking law, financial and capital markets, mergers and acquisitions, as well as in corporate finance and project finance. He has broad experience leading local and cross-border financing operations for financial institutions, local and foreign corporate clients through the stock market. He has participated in multiple relevant financing transactions, capital markets and M&A of the last 18 years in Peru, becoming one of the best Peruvian financial lawyers according to prestigious international publications. Diego is a professor of Banking and Financial Law in the postgraduate T +51 1 513 9430 programs of ESAN University and the Pontificia Universidad Católica del Perú. E diego.peschiera@cms-grau.com Diego Peschiera Mifflin of CMS Grau has extensive experience representing investment banks acting as lead arrangers and underwriters as well as corporate issuers in a variety of debt and equity placements. Chambers Latin America 2019 - Capital Markets 22 | CMS Grau
Contactos Miguel Viale Partner Miguel Viale specializes in banking and finance, project finance, mergers and acquisitions, capital markets and corporate law. He has significant experience in the financing, sale and acquisition of projects related to natural resources, mainly in the hydrocarbon, energy and mining sectors. Recently Miguel has collaborated closely with the regulatory and environmental teams in these sectors, acquiring an important experience in these activities and its regulation, which allows him to provide comprehensive advice on transactions and its operations. At the academic level, he has been an adjunct professor at the University of Lima and the San Marcos National University. T +51 1 513 9430 E miguel.viale@cms-grau.com Miguel Viale Leo is endorsed by clients, who call him "a very reliable, creative and technical lawyer with commercial insight - an excellent professional." He is particularly active in project finance mandates. Chambers Latin America 2019 - Banking & Finances /////////////////////////////////////////////////////////////////////////////////////////////// Carlos Calderon Senior Associate Carlos specializes in mergers and acquisitions (M&A), financings and capital markets advising local and foreign companies. He has experience in advising and developing investment projects through joint ventures and financing transactions, with emphasis on the hotel and agricultural sectors. Carlos has an MBA from Universidad ESAN, Peru, and has worked at two international firms where he was temporarily appointed as Hispanic Latin America Legal Coordinator and Senior Legal Advisor of two major companies. T +51 1 513 9430 E carlos.calderon@cms-grau.com 23
Contactos José Antonio Onandia Senior Associate José Antonio specializes in mergers and acquisitions (M&A), banking and finance, project finance, capital markets, corporate reorganizations, corporate law and cross-border transactions. He has significant experience in the banking, energetic, retail and hospitality & casino sectors. With respect to his transactional experience, José Antonio has advised local and international banks on banking law and financial services, as well as local and international companies in M&A transactions. T +51 1 513 9430 E joseantonio.onandia@cms-grau.com What the team is known for offers noteworthy expertise in finance deals related to the mining, energy, real estate and infrastructure sectors. Particularly active advising borrowers on project financing and corporate refinancing deals. Chambers Latin America 2019 24 | CMS Grau
Contacts Our Banking and Finance, and Corporate / M&A area interacts with a transversal team specialized in other areas of practice and sectors in order to efficiently and comprehensively cover all the aspects and complexities of our clients' projects. Our main contacts in these areas and sectors are: Carlos Hamann Raúl Ravina Partner | Energy Partner | Real Estate & Construction T +51 1 513 9430 T +51 1 513 9430 E carlos.hamann@cms-grau.com E raul.ravina@cms-grau.com Cecilia Gonzales Carolina Gajate Partner | Mining Partner | Real Estate & Construction T +51 1 513 9430 T +51 1 513 9430 E cecilia.gonzales@cms-grau.com E carolina.gajate@cms-grau.com Rolando Cevasco Ramón Huapaya Partner | Tax Partner | Public Procurement & Administrative Law T +51 1 513 9430 T +51 1 513 9430 E rolando.cevasco@cms-grau.com E ramon.huapaya@cms-grau.com Vito Verna Luis Alberto Liñan Partner | Environment Partner | Dispute Resolution T +51 1 513 9430 T +51 1 513 9430 E vito.verna@cms-grau.com E luisalberto.linan@cms-grau.com 25
CMS Global We are members of CMS, an international organization made up of important law firms from different regions: Europe, Asia, Africa, the Middle East and Latin America. Latinoamérica Bogotá Lima Ciudad de México Río de Janeiro Santiago de Chile Argel Casablanca Luanda África 26 | CMS Grau
Europa Aberdeen Berlín Budapest Funchal Luxemburgo Podgorica Sofía Ámsterdam Bratislava Colonia Ginebra Lyon Poznan Stuttgart Amberes Brístol Düsseldorf Glasgow Madrid Praga Tirana Barcelona Bruselas Edimburgo Hamburgo Mánchester Reading Utrecht Belgrado Bucarest Estrasburgo Kiev Milán Roma Viena Frankfurt Leipzig Mónaco Sarajevo Varsovia Lisboa Moscú Sevilla Zagreb Liubliana Múnich Sheffield Zúrich Londres París Skopie Dubái Pekín Estambul Hong Kong Mascate Shanghái Riad Singapur Medio Oriente Asia-Pacífico 27
Av. Santa María 110 Miraflores (L18) Lima, Perú T +511 513 9430 @cms_law_peru CMS Grau CMS Internacional: Aberdeen, Argel, Ámsterdam, Amberes, Barcelona, Belgrado, Berlín, Bogotá, Bratislava, Bristol, Bruselas, Bucarest, Budapest, Casablanca, Colonia, Dubái, Dusseldorf, Edinburgo, Estambul, Estrasburgo, Frankfurt, Funchal, Geneva, Glasgow, Hamburgo, Hong Kong, , Kiev, Leipzig, Lima, Lisboa, Liubliana, Londres, Luanda, Luxemburgo, Lyon, Madrid, Manchester, Ciudad de México, Milán, Mónaco, Moscú, © CMS Grau 2019 Múnich, Muscat, Paris, Pekín, Podgorica, Poznan, Praga, Reading, Rio de Janeiro, Riad, Roma, Santiago de Chile, Sarajevo, Sevilla, Shanghái, Sheffield, Singapur, Skopje, Sofia, Stuttgart,Tirana, Utrecht, Viena, Varsovia, Zagreb y Zúrich. cms.law/PER
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