Banking, Finance and Capital Markets

PJS Law's Banking, Finance and Capital Markets Practice has developed an expertise in the various aspects of the business, particularly in matters such as the sale and purchase of distressed assets under the Special Purpose Asset Vehicle Act ("SPAV Law"); debt financing and security documentation; compliance with the requirements of the Bangko Sentral ng Pilipinas on ("BSP"), capitalization requirements, and other reportorial and regulatory matters; foreign trade and currency transactions; trust operations; and compliance with banking laws.

Debt Capital Markets

Recently, PJS Law proudly assisted the Philippine Government as counsel to a group of investment companies of the largest banking institutions in the Philippines in the Philippine government’s issuance of multicurrency retail treasury bonds for Overseas Filipino Workers (“OFWs”) in an aggregate principal amount equivalent to US$ 500 Million denominated in US Dollars and Euro.

We had previously acted as legal counsel to Aboitiz Power Corporation for the issuance of PhP 6.89 Billion Notes and Bonds. We also assisted the Joint Underwriters of the PhP 2 Billion Fixed Rate 7-Year Corporate Notes issued by the Philippine Ports Authority as well as the PhP 2 Billion Fixed Rate 5-Year Retail Housing Bonds issued by the Pag-IBIG Fund.

We also continue to act as counsel to the lead arrangers for recapitalization of up to PhP 40 Billion of the BSP.

Syndicated, Bilateral Loans and Project Finance

PJS Law has established a solid reputation in providing our clients exceptional assistance with respect to syndicated, bilateral loans and project finance transactions. Among our notable transactions include the following:

  • Acted as legal consultant working in association with KPMG Japan and KPMG Manabat Sanagustin & Co. for the Japan International Cooperation Agency’s (JICA) conduct of an international comparative analysis of the PPP legal framework and experiences in the Philippines, Indonesia, Vietnam, UK, Australia and Canada. Work includes doing an analysis and advise on the current PPP regulatory framework, proposed amendments to the same, case studies of past PPP projects, and doing a comparative with similar projects in other jurisdictions.
  • Recently acted as legal consultant working in association with KPMG Manabat Sanagustin & Co. for the Asian Development Bank’s (ADB) initiative for the development of an infrastructure financing facility in the Philippines to address the gaps in the financing requirements for the development of PPP Projects in the Philippines, that will be the center of excellence for PPP financing and whose main thrust will be to spur financial support for the Philippine PPP industry. Work includes an analysis of experience by similar institutions in India and Indonesia, an analysis of the current PPP regulatory framework and case studies on past PPP Projects. Other participants in this initiatve were the Department of Finance, government financial institutions such as the DBP, GSIS, SSS, Land Bank and National Development Company, multilateral and bilateral agencies such as the IFC, DEG, and JICA.
  • Acted for Steag State Power Inc., a joint venture company of Evonik Steag GmbH, Aboitiz Power Corporation and La Filipina UyGonco Corporation, in the negotiation and financial close of its US$80 Million refinancing for its 232MW coal fired power plant located on the island of Mindanao, Philippines.
  • Currently acting as legal counsel to the local subsidiary of a global renewable energy developer in its US$ 170 Million multi-currency project financing for the development of wind energy project in the Philippines.
  • Currently representing the first privately-owned Sanitary Landfill Project on its proposed financing for the development of a state-of-the-art landfill and gas collection facility.
  • Acted counsels of Banco De Oro Unibank Inc., one of the leading universal banks in the Philippines, for its corporate loans to publicly listed corporations.

Non-Performing Loans and Distressed Assets

We are at the forefront of the most significant developments in the Philippine distressed asset industry, especially transactions under the SPAV Law. PJS Law represents several clients that have purchased portfolios of non-performing loans and ROPOAs from local banks. Our work includes the conduct of due diligence on the assets, structuring the acquisition, documentation and transaction cost analysis.

Our other notable transactions include:

  • Organized four (4) special purpose vehicles under the Special Purpose Asset Vehicles Act of 2002 and assisted the client in structuring the investment necessary to fund the acquisition of the non-performing loans.
  • Currently acts as local legal adviser to several international financial institutions and investment funds on the purchase and sale of distressed assets or collateralized loan obligation with aggregate transaction value of at least PhP 5 Billion.
  • NPL Single Account Transactions - acted as local counsel to international buyers in the sale and purchase of non-performing loans of several local distressed companies with an aggregate transaction value of over PhP 1.83 Billion.
  • NPL Portfolio Transactions - acted as local counsel to international bidders in the sale and purchase of non-performing asset portfolio of local banks and financial institutions.

Securitization and Structured Finance

PJS Law advises various clients, including an originator of Contracts to Sell for a portfolio of real properties in its plan to securitize the receivables from said contracts, as well as securitization transactions with the largest universal bank in the Philippines. We have also assisted in the drafting of several legislative measures related to securitization, including the preparation of implementing rules and regulations. We served as resource persons for the Senate of the Philippines in the drafting of comprehensive legislation for securitization and assisted the Department of Finance, the Capital Market Development Council and the Financial Executives Institute of the Philippines in drafting of the Implementing Rules and Regulations.

Banking and Securities

PJS Law's experience in banking and securities include the following:

  • Assisted Rustan’s Supercenters, Inc., operator of the Shopwise chain of hypermarkets and Rustan’s supermarkets, for the successful issuance of Php3.5B worth of corporate.
  • Advised the Center for Agriculture and Rural Development (CARD), Inc. on its follow on issuance of Php750 Million worth of corporate notes. This is the second time CARD has tapped the debt market, the first one was when it issued PhP500 Million in debt instruments in 2009 for which PJS Law likewise acted as counsel.
  • Currently acting as local legal counsel to an international microcredit finance company in the establishment of a thrift bank. The first of its kind in the world, the thrift bank will feature revolutionary and technologically advanced electronic and mobile banking facilities. Our work includes providing legal advice on the Philippine regulatory framework for bank transactions, and review and drafting of corporate and transaction documents.
  • Acted as Philippine counsel to several international financial institutions, in collaboration with an international law firm, in relation to the cross border financing of petroleum exploration, development and production of service contractors operating in the Philippines. Work includes review of service contracts and other project documents, review and drafting of finance documents and security arrangements and assistance in closing.
  • Serves as Philippine corporate counsel to the securities brokerage subsidiary of a Fortune 500 multinational investment banking group. Work includes regulatory securities compliance, contract drafting and review, general legal advisory on securities operations.
  • Served as corporate counsel to several publicly listed corporations involved in mining and in the oil and gas industry. Work included implementation of corporate restructuring, regulatory compliance and disclosure and other corporate housekeeping services.
  • Acted as counsel for the successful submission and implementation of the rehabilitation plan for The Manila Banking Corporation with total transaction value of around PhP 14 Billion.