Mergers & Acquisitions

Overview

Our firm's merger and acquisition practice includes counseling on acquisition, sale, reorganization, and restructuring of corporations, partnerships and other business entities, including mergers, strategic and minority investments, recapitalizations, and leveraged buyouts. These transactions often involve debt or equity financing and structural changes to an existing business entity or the formation of a new entity. Completion of these transactions frequently requires regulatory filings, such as filings with Puerto Rico agencies, the Securities and Exchange Commission and the U.S. Justice Department under the Hart-Scott Rodino Act, or rulings from the U.S. Internal Revenue Service and the Puerto Rico Treasury Department.

We provide representation in connection with public and private acquisitions and divestitures, including asset transfers, stock transfers and mergers, as well as joint ventures and strategic alliance transactions. We have substantial experience in all aspects of the transactional cycle, from structuring and due diligence through the negotiation of the acquisition or joint venture agreement and related financing arrangements.

Our practice team is interdisciplinary, with attorneys from our corporate, tax, real estate, environmental, and financing groups, which are all necessary to structure and successfully close these sophisticated and complex transactions. The firm also has a sub-specialized Labor & Employment group, which deals with drafting and negotiating employment related provisions tailored to Puerto Rico’s legal framework, transfer of employees’ requirements and successful transition processes.

Representative Clients & Matters

• Represented the shareholders of Carrión, Laffitte & Casellas, Inc., the largest independent insurance brokerage firm in Puerto Rico, in the sale of their shares to Hub International Limited, a leading global insurance brokerage
• Independece Blue Cross' sale of the assets of its Puerto Rico subsidiary, Cruz Azul de Puerto Rico, Inc., to Triple S Salud, Inc.
• América Móvil's affiliate purchase of Puerto Rico Telephone Company's stock
• United Medical Corporation's sale of three hospitals (Hospital Pavía Santurce, Hospital Pavía Hato Rey and Clínica Dr. Perea) to Sistema de Salud Metropolitano, Inc.
• Oriental Bank and Trust's acquisition of the retail deposits and substantially all of the assets and operations of Eurobank from the Federal Deposit Insurance Corporation.
• Kaman Corp. subsidiary's acquisition of Industrial Rubber & Mechanics, Inc.
• Shell Chemical Yabucoa's sale of its petroleum refinery assets to Buckeye Partners L.P
• Popular Inc.'s sale of 51% stake in its processing subsidiary EVERTEC, with operations in Puerto Rico, Venezuela and various Caribbean and Central American countries.