Carey advises Banmédica on bond repurchase and company transformation
Carey has advised Banmédica on a bond repurchase process and its subsequent transformation into a joint stock company.
The first transaction consisted of a process of early repurchase by Banmédica of bonds issued in the local market and cancellations of unplaced issuance contracts. This involved four bonds placed in the market at 10 and 30 years and three unplaced bonds with similar durations. As part of the process, the contractual, corporate and regulatory requirements to carry out the transaction had to be reviewed, and communications and notices to the market and regulator had to be prepared in order to comply with the relevant requirements.
The transaction was completed on 5 September for USD 233 million.
The second transaction also involved advising United Health Group (UHG), together with Banmédica, on the transformation of Banmédica into a joint stock company following the repurchase of all outstanding securities.
The transformation of the company was particularly complex as, having been an open S.A., it still has a high number of shareholders (almost 200) despite the fact that UHG holds more than 99% of the shares. This generated a right of withdrawal for dissenting shareholders and consultations with administrative and judicial authorities, which were resolved favourably for UHG.
Banco de Chile acted as financial advisor under the legal representation of Matías Morales Galaz.
Juan José Valenzuela and Paulina Pérez acted as in-house counsels to Banmédica for both transactions.
Brian Iaia and Michael Molepske acted as in-house counsels to UHG.
Carey’s team was led by partner Cristián Eyzaguirre (pictured), assisted by associates Ignacio Alfaro and Sofía Delporte.
