Marval advises on Banco do Brasil stake increase, Red Mutua 51 trust creation
Argentinian law firm Marval, O’Farrell & Mairal acted as legal adviser to Banco do Brasil in its acquisition of an additional 21.42 per cent of Banco Patagonia’s social capital and shares, for an amount totalling $202.4mn, increasing its stake in the Argentinian bank from 58.9 to 80.38 per cent. The firm also advised on the creation of the Red Mutual 51 financial trust.
The Brazilian bank obtained control of Banco Patagonia in April 2011, when it bought more than 50 per cent of the social capital and shares of the institution from Jorge Guillermo Stuart Milne, Ricardo Alberto Stuart Milne and Emilio Carlos González Moreno, and participated in the mandatory acquisition public offer over the total of the remaining shares of Banco Patagonia.
The transaction was carried out within the framework of an irrevocable and exclusive sale option that Banco do Brasil gave to Jorge Guillermo Stuart Milne, Ricardo Alberto Stuart Milne and Emilio Carlos González Moreno over the rest of the ownership of Banco Patagonia shares.
The sales option was subject to approval by the Argentina’s central bank.
Marval’s parners advising io the transaction were Pablo A. Artagaveytia and Roberto E. Silva Jr., along with associate Francisco Abeal.
Severgnini Robiola Grinberg & Tombeur acted as legal advisor of Jorge Guillermo Stuart Milne, Ricardo Alberto Stuart Milne and Emilio Carlos González Moreno, with partners Matías Grinberg and Francisco J. Lagger.
Guillermo Pedró acted as legal advisor of Banco Patagonia.
Marval, O’Farrell & Mairal also acted as legal adviser in the creation of the “Red Mutual 51” Financial Trust and the issuance of trust debt securities for a total of 204mn Argentinian pesos ($5.4mn).
The transaction includes the issuance of trust debt securities for 193,865,500 Argentinian pesos and certificates of participation for a total amount of 10,203,460 pesos.
Asociación Mutual Unión Solidaria acted as settler and administrator; TMF Trust Company (Argentina) as trustee; Banco Voii S.A., as arranger; BACS Banco de Crédito y Securitización, as general administrator, arranger and underwriter; and Banco de Servicios y Transacciones S.A. and Banco Mariva S.A., as underwriters.
The transaction was authorised by the Argentine Securities and Exchange Commission, and is listed in Bolsas y Mercados Argentinos and Mercado Abierto Electrónico.
Marval, O’Farrell & Mairal acted as legal adviser to Asociación Mutual Unión Solidaria, the arrangers, the administrator and the underwriters with partner Santiago Carregal and associates Sergio Tálamo and Juana Etchebarne.
Marval also acted as legal advisor of the trustee, with partner Roberto E. Silva, Jr. and associate Martín Lanús.
