Throughout their careers at the law firms they have worked for, the members of the Firm have specialized and hence, developed an expertise in the following practice areas. Hereinafter is a brief description of the work encompassing said areas as well as some representative transactions in which members of the Firm have participated and some representative clients they have represented and/or at present represent.

Securities and Municipal Bonds

The Firm represents borrowers, issuers, underwriters and credit enhancers in securities and municipal bond transactions providing financing and/or refinancing for various types of projects. This practice covers qualification of the transaction and the participating parties thereto, compliance with applicable laws and regulations, including tax laws, assisting in structuring the transaction and drafting necessary agreements, including offering documents. Members of the Firm have participated in many securities and municipal bond transactions, primarily, private activity bond issues among which are the following: AFICA Belz Factory Outlet, AFICA University Plaza, AFICA Hampton Inn & Suites, AFICA Dorado del Mar Hotel and Dorado del Mar Golf Project; AFICA Martineau Bay Resort; AFICA Río Mar Resort; AFICA Ritz-Carlton Hotel; AFICA El Convento Hotel; AFICA Guaynabo Government Center and Warehouse projects; AFICA Humacao Judicial Center Project; numerous AFICA bond issues for shopping center projects, including San Patricio Plaza, Galería Tower, Plaza del Norte, Plaza del Oeste, Plaza Isabela, Plaza Guayama, Plaza del Oeste and Plaza del Caribe; other AFICA bond issues for different projects including, office buildings, private universities, airport terminals, hospitals and refinancing thereof; and the San José Lagoon Toll Bridge. The members of the Firm have also participated in a significant number of private activity bond issues for different projects in Caribbean Basin Initiative countries through CARIFA municipal bond issues, including telecommunications infrastructure, natural gas plants, aircrafts acquisitions and bauxite refining.

Members of the Firm have also represented issuers in the creation of several venture capital funds including a tourism real estate based venture capital fund. They have also represented these funds in the investment of seed monies in start-ups companies, including internet related ventures.

Finally, members of the Firm have been active with Puerto Rico investment banking firms in the development of the Puerto Rico initial public offering act which provides certain incentives for local companies going public.

Some of the representative clients in this area include: Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority, UBS Incorporated (formerly Paine & Webber), Popular Securities, Starlight Securities, Inc., Municipality of Guaynabo, Caparra Center Associates, S.E., Caparra Hills, S.E., Puerto Rico Tourism Development Fund, Seed Ventures/Puerto Rico, Inc., Resident Entrepreneurs, Inc., Crescent Beach Venture Capital Fund and the Martineau Bay Resort.

Members of the Firm have also represented issuers in the creation of several venture capital funds including a tourism real estate based venture capital fund.

Real Estate Matters

The Firm’s real estate practice consists of representing developers and owners in all aspects of real estate development, including different types of housing projects, such as residential complexes, low income projects, condominiums and planned residential and commercial developments. The real estate practice also includes development of hotels, resorts, and tourism projects, hotel villas, condo-hotels and other tourist oriented horizontal property and timeshare regimes and other developments. The work encompasses permitting, corporate organization, project financing, real estate development structuring, mortgage law and corporate counseling.

Members of the Firm have also been involved in the planning, permitting, project financing and development of infrastructure projects, as for example, a cogeneration plant, turbine and steam electric power plants, a toll bridge and telecommunications projects. Some members of the Firm have also been actively involved in the development and establishment of a seed processing facility and poultry processing plant.

Representative clients include: Candelero Point Partners, Inc., Palmas del Mar Properties, Inc., Hacienda Santa Elena, S.E., Costa Norte, S.E., Condominio Mar y Mar at McLeary, Land America, Dybon Group, Memorial Capital, San José Development, Los Pinos, S.E.,Pioneer Hi-Bred International, Inc., ABB Power Generation, Cogentrix, Inc., AES Puerto Rico, Antonio Roig Sucesores, Inc., Desarrollos Roig, S.E., Encanto Restaurants, Starlight Development Group, Inc., Advancer Local Development Corp., TRIGAL, Desarrolladora Punta Carenero, S.E., Desarrolladora Valladades, Inc., among others.

Mergers, Acquisitions, Corporate Consolidations and Spinoffs

Members of the Firm have been actively involved in significant mergers and acquisitions in Puerto Rico, the United States and the Caribbean involving a wide range of businesses including hospitals, healthcare facilities and healthcare management organizations; hotels; banks and financial institutions; retail stores; dealers and distribution businesses; and real estate projects and developments, among others. This practice consists in representing and advising clients in the structuring, tax planning, financing, due diligence, document drafting, permitting or governmental approval, antitrust considerations, negotiation and closing of sales or acquisitions of corporations or unincorporated divisions of local businesses, as well as merging or consolidating the same or spinning off businesses or subsidiaries of U.S., foreign or local companies.

Some representative clients in this area include: United Healthcare, Caribbean Medical Testing, Caribe Carton and Partition Specialties, Inc., Syncor Corporation, Doménicos, Marvel Specialties, Inc., Government Development Bank for Puerto Rico, Advent-Morro Equity Partners, Inc., MetroHealth, Inc., Economic Development Bank of Puerto Rico, Supra & Company, S.E.

Structured and Project Financing - Privatization

Members of the Firm have participated in various transactions involving asset based financing of corporate acquisitions for management buyouts and/or highly leveraged transactions representing either financial institutions, borrowers or other parties to the transaction. This practice includes structuring the transaction, advising clients in providing or securing adequate liens and mortgages over tangible and intangible assets and advising clients on the impact of covenants and restrictions of assets backed financing.

Members of the Firm have also participated in a number of transactions involving privatization of governmental services and assets or in the development of public use projects. This practice includes, hospitals and healthcare facilities, electric power plants, a toll bridge, municipal government center and warehouse, a regional district judicial center and hotels.

Representative clients in this area include: Advent-Morro Equity Partners, Inc., and various clients in respect to the AFICA’s project financing previously mentioned. 

Banking, Financial Institutions and General Corporate Counseling

The Firm represents various banking and financial institutions in connection with the issuance of credit facilities and short term and long term loans and the preparation and execution of security documents relating to such credit facilities and loans. Members of the Firm have also been very active with financial institutions engaged in residential and commercial mortgage financing. The Firm also represents financial institutions in the preparation and recording of security and title documents relating to maritime vessels.

In addition to consulting and advising clients on specific matters and transactions, the Firm also provides its clients general corporate counseling in such matters as contracts, compliance, corporate restructuring and reorganization, dispute resolution, shareholder agreements and disputes, board of directors’ duties, takeovers and freeze-outs and minority shareholders’ affairs and licensing and distribution laws.

Some of the representative clients in this area include: Banco Popular de Puerto Rico, General Electric Capital Corporation of Puerto Rico, Wometco de Puerto Rico, Cortelco, Pueblo International, Inc., Eurobank, R&G Mortgage, Ray Architect & Engineers, Empresas Masso and Banco Santander Puerto Rico.

Commercial, Banking and Securities Litigation

Members of the Firm represent different banks, real estate and commercial financing companies, construction firms, insurance companies, construction and material suppliers, land developers and others. The Firm has substantial experience in commercial and residential loans, leasing, commercial litigation and arbitration. The Firm also represents clients in commercial arbitration proceedings involving contractual and securities disputes.

Members of the Firm actively litigate at the trial and appellate levels before the Superior Court of the Commonwealth of Puerto Rico, the Court of Appeals of the Commonwealth of Puerto Rico and the Supreme Court for the Commonwealth of Puerto Rico, U.S. District Court for the District of Puerto Rico, U.S. Court of Appeals for the First Circuit, and administrative agencies, in matters involving banking, business and commercial law. The litigation group has extensive experience in bank related litigation, which includes both commercial and contractual disputes collections and foreclosure actions, as well as lender’s liability lawsuits. Members of the 
Firm also represent lenders and creditors in bankruptcy matters. 

Members of the litigation group have on occasion, with a considerable number of published opinions to their credit, been able to establish legal precedent in Puerto Rico. They have also served in the Board of Bar Examiners of the Supreme Court for the Commonwealth of Puerto Rico. Our group works hard to manage litigation in the most cost-efficient manner, 
with special regard for each client’s particular needs and concerns.

Representative clients in this area include Banco Santander Puerto Rico, Santander Securities, Costa Norte S.E., Santander Mortgage Corporation, Banco Bilbao Vizcaya Argentina, R&G Mortgage, Gastronomical Workers Union Local Union 610, Metropolitan Hotel Association Pension & Welfare Funds, Ray Architects & Engineers and San Juan Abstract.