PJS Law

Banking, Finance & Capital Markets

As one of Asia's fastest growing economies, the Philippines has become a vibrant and dynamic hub for international business expansion and foreign investments. Amidst this globalized and complex environment, legal advisors are constantly challenged to be 'on the game' – easily accessible, quick to respond, and above all, able to give clear and concise industry insights from a local perspective.

Our firm takes pride in delivering speedy results without foregoing attention to detail. We provide only the most relevant information and advice that will help in your decision-making process and guide you towards achieving the best results.

Moreover, PJS Law has developed an expertise in the various aspects of business, finance and capital markets, particularly in matters such as the sale and purchase of distressed assets under the Special Purpose Vehicle Act or SPAV Law; debt financing and security documentation; compliance with the requirements of the Bangko Sentral ng Pilipinas (Central Bank of the Philippines); capitalization requirements and other reportorial and regulatory matters; foreign trade and currency transactions; trust operations, and compliance with banking laws.

Experience

• The firm acted as counsel to Bank of Tokyo-Mitsubishi UFJ, Ltd. in acquiring 20% of the voting stock of Security Bank Corporation – the largest equity investment in a Philippine financial institution by a foreign firm after the liberalization of the banking sector in 2014.
• We assisted Cavite Biofuel Producers, Inc. in the negotiation and financial close for the establishment of a 125,000-liter/day biofuels production and power generation plant in Magallanes, Cavite.
• The robust growth of the Philippine economy provides opportunities for several companies to tap into the debt capital markets for the expansion of their projects. Our BFCM team has acted as counsel for both issuers and joint managers and lead arrangers for these types of transactions. Highlights from this experience include: assisting the Philippine government in the issuance of multicurrency retail treasury bonds for Overseas Filipino Workers; the PHP240-Billion bond issuance of Aboitiz Equity Ventures; and the corporate notes issuance of the Center for Agriculture and Rural Development, Inc. as the first and only microfinance institution to have successfully tapped the debt market.
• As counsel to the Bureau of Treasury, through Coffey International Pty Ltd., we assisted in the establishment of the Treasury Single Account (TSA) of the Republic of the Philippines. The TSA is intended to consolidate the public sector's cash resources into a single account to be maintained at the Bangko Sentral ng Pilipinas (Central Bank of the Philippines). The scheme will also allow for a more efficient use of resources and provide a greater transparency in the use of public funds.
• We have also established a solid reputation in providing our clients with exceptional loans and project finance transactions.

Mergers & Acquisitions

PJS Law is one of the country's leading law firms in the field of mergers and acquisitions (M&A).

Acting for both the buyer and seller sides of various undertakings, our team has earned the respect of both peers and clients for its industry-specific capabilities, thorough documentation, and comprehensive analysis of issues that are critical to the transaction at hand. Our areas of expertise include cross-border and domestic M&A, joint ventures, equity investments and divestments, privitization and the acquisition of non-performing assets.

Meanwhile, our complete range of legal services in corporate and commercial law continues to provide the foundation for our collective transactional experience — from standard corporate housekeeping requirements to extensive due diligence work in relation to mergers and acquisitions, from simple contract drafting to the structuring of foreign investments, from registering a local business to obtaining government permits and qualifying clients for incentives and economic zone accreditations.

Cited by Corporate INTL as 'Corporate Law Firm of the Year,' we are your partners for growth and expansion in the Philippines.

Experience

• We successfully represented the Universal Robina Corporation in its joint venture with Japan's largest snack food company, Calbee, Inc. Likewise, we also assisted URC in the negotiation and financial close on the additional investments of Nissin Foods Holdings, Co., Ltd. of Japan in Nissin-URC — the joint venture company of these two entities.
• For the EGCO Group, one of Thailand's largest power generation companies, we assisted in the acquisition of a 41% indirect interest in the 630MW Masinloc Coal Power Plant, thereby expanding its presence in the Philippines' energy generation market.
• We advise one of the country's largest food manufacturing companies in the matter of corporate restructuring and tax efficient alternatives for the spin-off and transfer of business.
• The firm represented NiHAO Mineral Resources International, Inc. and its operating company, Geogen Corporation, in relation to Nickel Asia Corporation's buy out of NiHAO's equity interest in the Isabela Nickel project.

Energy

Following the implementation of the Electric Power Industry Reform Act of 2001, the Philippine energy industry continues with the long and tedious process of total restructuring amidst a rising demand for power generation and transmission. It also presses the urgency of identifying and acquiring local or alternative fuel resources, and of developing a responsive and dynamic regulatory framework to support this unimpeded growth.

Against this backdrop of challenges and uncertainty, PJS Law saw a stage that was set for the emergence of an authentic and highly specialized energy practice in the country.

Cited by Chambers Asia-Pacific for its 'comprehensive understanding of the Philippine energy industry,' our team provides solid and strategic advise on projects and initiatives that involve the upstream and downstream petroleum sectors, the power industry, and the emerging renewable energy market.

Backed by years of experience partnering with a broad and diverse range of both local and international clients — from government agencies to new players in the private sector – we have gained a reputation for unparalleled proficiency in dealing with the numerous legal, regulatory and commercial issues that arise alongside efforts in reorganization and reform.

Recognizing the firm's pivotal role in securing the long-term viability of the country's energy industry, PJS Law has been consistently named by international ranking publications as the most preferred external counsel for energy and natural resources in the Philippines.

Experience

• The firm acted as legal consultants to the Power Sector Assets and Liabilities Management Corporation from November 2001 to January 2003, in relation to the privatization of the government-owned National Power Corporation, which was estimated to generate between USD 4 to 6-Billion in proceeds for the Philippine government. The engagement was particularly focused on the review of the NPC’s 35 power purchase agreements with independent power producers and on providing assistance in its negotiations with various IPPs, including the contract amendments and financing of the 200MW Mindanao Coal-Fired Thermal Power Plant Project.
• As counsel to Bronzeoak Philippines, we helped push forward its pioneering projects in renewable energy, co-generation technology, and bioethanol. The company's groundbreaking initiatives have now expanded to include a 22MW solar power plant — the first large-scale solar power plant in the Philippines.
• We assisted Soleq — a project company of Equis Pte. Ltd of Singapore and holder/operator of the biggest solar power portfolio in the Philippines – in its corporate structuring, as well as in M&A assistance, regulatory advice and contract drafting.
• As legal counsel to the Philippine Electricity Market Corporation, the public-private partnership corporation established for the operation of the Philippine Wholesale Electricity Spot Market, we assisted client in obtaining all legal, institutional and regulatory requirements for the commercial launch of the WESM in 2006. Such process included the organization of committees, drafting and preparation of administrative issuances, facilitating participant readiness, and filing and assistance in regulatory processes.
• We represent various energy companies in relation to the operation and development of their power plants. Our services include: providing assistance in their various applications for the approval of power supply contracts with the Energy Regulatory Commission; drafting and review of operational contracts (such as Power Supply Agreement, Replacement Power, Ancillary Services Procurement Agreement, Transmission Services, Metering and Connection Agreement); representation before various government agencies and private entities including the Department of Energy, the National Transmission Corporation, National Power Corporation, the Power Sector Assets and Liabilities Management Corporation, the Energy Regulatory Commission, and the Philippine Electricity Market Corporation. We also assist in resolving various disputes related to the construction and operation of power generation facilities, as well as provide representation before the courts and other administrative agencies and quasi-judicial bodies.