Securities

PunoLaw’s securities practice primarily involves equity and debt capital markets, having represented issuers and financial institutions in connection with the public offering or private placement of bonds, notes, commercial papers and other capital market instruments, and dealt with a variety of securities offerings to raise equity. PunoLaw is also equipped to handle other securities transactions such as the development of structured financial transactions, derivatives products and securitization of assets.

Representative Transactions 

PunoLaw acted as counsel for First Gen Corporation (“First Gen”) in its initial public offering (“IPO”) of shares. The IPO involved an offering to the international capital market under Rule 144-A and Regulation S of the US Securities Act and a public offering of its shares to the domestic capital market, registration thereof with the Philippine Securities Exchange Commission (“SEC”) and the listing with the Philippine Stock Exchange (“PSE”).

PunoLaw also represented First Gen in its issuance to the public of unsecured bonds worth Php5 Billion, and represented Rustans Supercenters, Inc., a leading retail company in the Philippines, in its issuance of convertible notes. We likewise advised First Gen in relation to its issuance of Php10 Billion Series F preferred shares to qualified buyers and the listing thereof with the PSE and the public offering of its Php10 Billion Series G preferred shares, which shares were registered with the SEC and listed with the PSE. PunoLaw acted as Philippine counsel for the international underwriter in connection with the follow-on public offering of one of the largest real estate conglomerates in the country.

PunoLaw’s legal services for leading issuers, investment banks and other financial institutions include:

• Negotiating, drafting and closing the various agreements and other documents in preparation for the IPO, such as the offering circulars/prospectus, domestic and international underwriting agreements, selling agreements and agency agreements;
• Preparing the applications and supporting documents for the registration of the offering with the SEC, and for the listing of the shares to be issued out of the offering with the PSE;
• Liaising with, and obtaining the necessary approvals from, the SEC and the PSE;
• Conducting legal due diligence; and
• Rendering advice on the legal, tax and regulatory aspects, and identifying and developing, the appropriate structure for the offering.