Octavio Bofill, Ana María Yuri and Feliciano Tomarelli

BM counsels TMP and IPP on share sales

Bofill Mir Abogados has counselled Terminales Marítimos de la Patagonia (TMP) and Inversiones Pacheco Paredes Limitada (IPP) in a primary and secondary sale of shares, after which CMB becomes a new investor in TMP and controls 50.1% of its shares.

This transaction, signed on 7 February and closed on 5 April, is intended to provide funds to finance the construction of a new berthing site in Puerto Montt.

The advisory involved a complex open offer process involving a number of investors of different nationalities, meetings with the potential investors, who conducted a limited due diligence, and the negotiation of their binding offers.

This was done through a due diligence process, the structuring, drafting and negotiation of the primary and secondary share purchase agreement for the entry of the new investor CMB, and the regulation of the internal relations between the shareholders of TMP, through two separate shareholders’ agreements, as well as the respective annexes and other additional documents necessary to execute the transaction on two different fronts: with the buyer and its advisors and with the other partner, IPP, and its advisors.

As the transaction started with an open bidding process involving several major local and foreign investors, it involved negotiating with different parties and negotiating a competitive bid. Also, as the TMP asset is a highly complex asset (a berthing site), which considers several permits and administrative authorisations that are difficult to obtain, including maritime concessions and an environmental qualification resolution, a relevant circumstance that was considered when structuring the deal and the contracts.

The project in Puerto Montt will contribute to the development of the region and will increase its available infrastructure to receive larger cargoes, adding a second multipurpose loading and unloading dock, as well as warehouses, storage areas and offices.

CMB, the new controller, is a leading local investment fund focused mainly on the alternative asset investment segment, public and private, domestic or foreign infrastructure.

Econsult Capital acted as financial advisor to TMP and IPP. Barros & Errázuriz Abogados, represented CMB; while Philippi Prietocarrizosa Ferrero DU & Uría Chile advised IPP.

BM’s team included partners Octavio Bofill (pictured left), Ana María Yuri (pictured centre) and Feliciano Tomarelli (pictured right), senior associate Antonia Ballacey, and associates Joaquín Gregorio de las Heras and Ignacio Avendaño, from the Corporate M&A practice. Partner Guillermo Fonseca and senior associate Josefina Da Bove advised on Tax matters. The DD team consisted of the same lawyers from the Corporate M&A team, together with director Cristián Franetovic and partners Luis Alberto Cruchaga and Guillermo Fonseca. Finally, the Competition team was represented by partners Tomás Pérez and Feliciano Tomarelli, and associates Joaquín Gregorio de las Heras and Ignacio Avendaño.

L Giselle Estrada