Cristián Figueroa

Partner

cfigueroa@carey.cl
+56 2 2928 2209



Partner of Carey and co-head of the firm’s Corporate / Mergers & Acquisitions / Capital Markets Group. His practice focuses on advising international and local clients in mergers and acquisitions, including tender offers, private asset and stock acquisitions, auction processes, project development, joint venture, private equity, securities and debt offerings, capital markets, corporate law, commercial law, derivative transactions, infrastructure concessions and general practice.


REPRESENTATIVE EXPERIENCE

  • Qatar Airways, as shareholder and lender, on the LATAM Airlines reorganization process under Chapter 11 rules in the Bankruptcy Court of New York, including the negotiation and execution of two debtor-in-possession (DIP) financings. The process ended with a successful emergence of LATAM Airlines from the proceeding after securities issuances and debt contracting for a total of US$13.2 billion, resulting with Qatar Airways remaining as a relevant shareholder.
  • Enel Américas, a public company listed in Chile and in the New York Stock Exchange, on the structuring of a capital increase and equity public offering for USD3 billion. The advice included structuring the public offering, approval of the capital increase from the shareholders and the registration of the new shares before the local securities regulator (Comisión para el Mercado Financiero - CMF) and the New York Stock Exchange.
  • Scotiabank on the acquisition of the control of BBVA Chile for USD2.2 billion from Banco Bilbao Vizcaya Argentaria, on the mandatory tender offer process for up to 100% of the shares of BBVA Chile, and the further merger of BBVA into Scotiabank Chile, resulting in the latter becoming the third largest private bank in Chile. The acquisition and the following merger required regulatory approvals in Chile (SBIF, CMF and FNE) and Canada. The forementioned deal finished with a capital increase and placement of shares for approx. USD380 million (approx. CLP259 billion) which included all matters related to the approval, regulatory authorizations and securities registration from the Banking Superintendence and/or stock exchanges.
  • Enel Chile on the bidding process to sell its corporate interest in Enel Transmisión Chile for USD1.35 billion. The advice also involved the negotiation of the respective stock purchase agreement and ancillary documents; and the sale of intercompany debts. The transaction is subject to several conditions precedent and to antitrust merger clearance.
  • Moneda AGF and Consorcio on the negotiation, registration and placement of two lines of bonds issued by AD Retail for up to USD170 million, and an additional two lines of bonds issued by the subsidiary of the latter Créditos, Organización y Finanzas (COFISA) for up to USD83.5 million approx., in the context of AD Retail's reorganization plan filed pursuant to Chilean Insolvency Law.
  • SMU on the drafting and negotiation of agreements for the lease of 16 commercial premises that will be used as supermarkets, including the title and zoning due diligence of the properties.
  • SMU on the issuance and placement of dematerialized Series AO and AN bonds for approx. USD75 million, in the local market, at a 6.25% interest rate and an annual rate of 6.3%; and maturing on 2027. The advice included the negotiation of the bond line issuance contract and the registering process in the Securities Registry of the Financial Market Commission (CMF).
  • Enel on the plan "Elqui", which consisted of the reorganization of its companies held in Chile, including the merger by incorporation of Enel Green Power Latin America, Chilean subsidiary on the business of renewable energy, into Enel Chile, Chilean subsidiary that develops -indirectly- the conventional energy business, together with a tender offer of Enel Chile over Enel Generación Chile.
  • El Puerto de Liverpool, owner and operator of retail stores and shopping centers in Mexico, on the negotiation of a joint action agreement and subsequent tender offer for the acquisition of shares for up to 100% of shares issued by Ripley (owned by the Calderón family in a 52.98%). Finally, the operation could not be completed.
  • Enel on the plan called "Carter II" , which consisted in the reorganization of its companies held in Chile, including the division of the listed companies Enersis, Endesa and Chilectra, and the further merger of the new companies into a single one called Enel Américas.
  • Amcor Flexibles, a global leader in responsible packaging solutions, on the acquisition of Alusa, the largest flexible packaging business in South America with manufacturing operations in Chile, Colombia, Peru and Argentina, for USD435 million.
  • Cheniere Energy on the negotiation of a loan for more than USD850 million granted to Central El Campesino and GNL Penco, together with the negotiation of the terms of the joint venture that would regulate the development of a GNL terminal and an electric power plant.
  • Ontario Teachers’ Pension Plan Board on the acquisition, through a tender offer, of the utility companies Esval and Essbio.

AWARDS AND RECOGNITIONS

  • Recognized in Capital Markets, Equity and M&A, IFLR1000.
  • Recognized in Corporate and M&A and in Capital Markets, Latin Lawyer 250.
  • Recognized in M&A, Leading Lawyers.
  • Recognized in Capital Markets, Corporate and M&A, Corporate Governance and Compliance, Investment and Private Equity, Best Lawyers.
  • Recognized in Mergers & Acquisitions, Leaders League.

ACTIVITIES AND MEMBERSHIPS

  • Professor of Practical and Theoretical Considerations of the Sale and Acquisition of Companies, Universidad Católica de Chile (since 2021).
  • Professor of the LL.M., Universidad Católica de Chile (since 2015).
  • Foreign Associate, Cleary Gottlieb Steen & Hamilton LLP, London (2011–2012).
  • Member of the Chilean Bar Association.

PUBLICATIONS

  • Co-author of the chapters on the regulators of the Chilean financial sector: the Financial Market Commission, Superintendence of Pensions and Central Bank, Latin Lawyer Regulators (2020-2021).
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