In Banking & Finance, ZGLaw represented and advised major financial institutions, commercial and universal banks, domestic issuers, and established investment and project companies. We extensively advised on several large loans to finance projects involving the energy sector and several commercial lease negotiations, mortgage trust indentures, syndicated loans, and loan restructuring.
Notably, we have acted as retained counsel of a universal bank for the documentation of its regular loan operations with significant deals of at least USD 37 million. Key partners of our Firm were likewise appointed as General Counsel, Corporate Secretary and Chief Information Officer of a publicly listed commercial bank, besides their active practice in the Firm.
In collaboration with investment bankers, our Firm advised several local government units (LGUs) on capital raising and bond flotation issues, as LGUs veer away from reliance on the national budget and become more fiscally independent. We previously collaborated in the preparation of the Fiscal Reference Tools, which was used as a uniform and consistent reference on local fiscal issues. We were also involved as counsel to several Philippine cities on their proposed securitization and assignment of future revenue streams, an innovative way of raising financing for capital and infrastructure projects.
More recently, we represented a publicly listed universal bank, which offers a wide range of solutions and financial products to its retail and corporate clients, in the negotiation and documentation of a supplier-financing loan agreement and with an approximate value of USD 240 million; and represented a foreign-based holding company in the negotiation, due diligence, and documentation of an acquisition of the controlling stake of a local bank, under the client’s expanding e-commerce platform in the Philippines.
ZGLaw’s Banking & Finance Experiences
Our experiences include:
- Assisted in the privatization of a commercial bank, and advising on post-privatization issues such as cost rationalization, consolidation of redundant operations, and personnel rightsizing;
- Acted as counsel for the issuing company in an initial public offering. The engagement entailed an extensive due diligence audit process, which the Firm undertook as part of a team of legal, financial, and regulatory experts;
- Represented a local bank, structured, and documented a PhP125 million asset-backed loan to fund the acquisition of Non-Performing Loans from a Special Purpose Vehicle (SPV) under the SPV law;
- Acted as counsel to the issuer-bank in raising PhP3.0 billion Tier 2 capital (unsecured subordinated debt) that allowed the bank to maintain a mandated capital adequacy ratio without diluting the existing shareholder base;
- Acted as counsel for an investment company during private bidding to provide mezzanine debt financing on a stock and rights purchase of a power generation company;
- Assisted a publicly-listed universal bank in the offering and issuance to the public of fixed-rate peso-denominated bonds amounting to USD 138 million. This transaction was significant because it was the “maiden” issuance of bank bonds in the Philippines; and
- Assisted a universal bank in the negotiation, preparation, execution and delivery of an Omnibus Loan and Security Arrangement with an approximate value of at least USD 46 million.
ZGLaw’s Banking & Finance Practice, headed by Antero Jose M. Caganda, Angelo Patrick F. Advincula, and Jorge Alfonso C. Melo, are all experts in the field and equipped with extensive experience in project financing transactions, loan documentation, and major litigation matters involving several banks. The Firm’s Senior Partner, Lily K. Gruba, is also a member of the Board of Directors of Asia United Bank Corporation. She was likewise the Undersecretary for Legal Affairs of the Department of Finance from 1998 to 2000.
To address the clients’ legal concerns outside of the Philippines, ZGLaw entered a strategic alliance with WongPartnership LLP, a top-tier law firm headquartered in Singapore. With this new alliance, we are now officially the Philippine member of the WPG Regional Law Network, the leading provider of legal services comprising prominent law firms from the Middle East, Malaysia, Indonesia, Philippines, and Singapore.