B&E counsels on the merger of Moneda and Patria

Barros & Errázuriz has advised Moneda Asset Management SpA on its integration with Patria Investments Limited

 Barros & Errázuriz has counselled Moneda Asset Management SpA, a leading Latin American fund manager based in Chile (Moneda) and Patria Investments Limited (Patria) on the agreement to integrate the businesses of Moneda with those of Patria, a NASDAQ-listed global alternative asset manager based in the Cayman Islands. The deal will create a large investment platform in Latin America, with $25.9 billion in assets under management and a leader in private equity, infrastructure and credit investments in the region.

The combination of the two businesses will enhance Patria’s portfolio offering by adding Moneda’s credit investment platform and provide them with geographic exposure within Latin America through the client base and product offering, which opens up the opportunity for cross-selling, leveraging a complementary investor base. In addition, the Private Investments in Public Equities (PIPE) manager will be created.

The transaction was signed on 3 September and is expected to close by the end of 2021, subject to the terms and conditions of the agreement between Moneda and Patria, such as regulatory approvals and other customary conditions for such transactions.

The integration of the businesses of Patria and Moneda was structured through the acquisition by Patria (through its Uruguayan subsidiary Patria Investment LATAM SA) of all the shares issued by Moneda and a merger in the Cayman Islands between Patria and a company owned by Moneda’s shareholders, whose sole assets would be all of Moneda’s international businesses, and which will enable existing Moneda shareholders to acquire the status of shareholders of Patria.

Under the agreement, the Moneda partners will receive an initial consideration of $315 million US dollars, in a combination of $128 million in cash and $187 million in Patria Series B shares. There will be additional consideration payable in years 2 and 3 after closing, subject to certain retention metrics for the Moneda partners, and a potential earn-out payable after 2023, in a combination of cash and Series A shares, subject to the achievement of certain revenue and profitability targets.

Barros & Errázuriz has advised Moneda, together with Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Moneda in New York; Walkers, counsel to Moneda in the Cayman Islands, British Virgin Islands and Bermuda; and Guyer & Regules, counsel to Moneda in Uruguay. Simpson, Thacher & Barlett LLP, acted as New York counsel for Patria; Carey, as Chile counsel for Patria; Maples and Calder, Cayman Islands counsel for Patria; and Posadas, Uruguay counsel for Patria.

B&E’s team was led by partner Pablo Guerrero (pictured left), assisted by partners Vicente Cordero (pictured top centre) and Carola Trucco (pictured bottom centre), director Daniela Peña (pictured top right), senior associate Tomas Kovacevic (pictured middle right) and associate Mary Anne Hohmann (pictured bottom right).