Search results for

As explained by Herbert Smith Freehills’ Thomas Bethel, the drop in oil prices has significant consequences for the debt financing of independent upstream exploration and production companies

Norton Rose Fulbright partners Nigel Dickinson and Daniel Franks, and associate Charlotte Brown explain the key distinctions between European institutions' plans to regulate securities lending and repo transactions

Luis Gabriel Morcillo-Méndez Lyana De Luca A new collective investment scheme for real estate investments was recently created to manage and develop real estate projects in Colombia. Foreign real estate managers now have the opportunity of creating this type of vehicle in Colombia to be managed from their countries of domicile (without requiring local licensed presence but acting in cooperation with a local fiduciary entity or stock broker that remains liable before the superintendence of finance for the fund's investments). Decree 2142 of 2013 introduced the Real Estate Collective Investment Funds (RECIF), which are closed-end investment collective vehicles that hold at least 75% of their total value in real estate assets. This is a break-point in the local industry. Since 2007, real estate funds have been incorporated under the form of private equity funds (fondos de capital privado) managed by a local administrator and a general partner, which could be either a local or foreign unregistered entity. RECIFs are a separate investment vehicle with specific requirements in governance and managing structure.

Maria Jose Cole The Costa Rican Securities Regulator (Superintendencia General de Valores or Sugeval), through the National Council for Supervision of the Financial System (Consejo Nacional de Supervisión del Sistema Financiero or Conassif), recently adopted amendments to the rules governing project finance and securitisation in Costa Rica. The amendments make structural and operational reforms to address the concerns market participants have reiterated regarding limitations set out in the previous regulations, on topics such as asset collateral, related party financing and government approvals.

Oene Marseille Emir Nurmansyah Indonesia's Ministry of Transportation has issued an amendment to its previously issued regulation on airfare pricing. The amendment was issued on December 30 2014, and effectively places a non-waivable floor on domestic airfares. Airfares for international flights are not affected by the amendment and will continue to be governed by the rules of the International Air Transport Association.

Elias Neocleous On December 2 2014, the Cyprus finance minister and the American ambassador to Cyprus formally signed the inter-governmental agreement between Cyprus and the US under the Foreign Account Tax Compliance Act (Fatca). Fatca is an American tax measure enacted in 2010 to prevent and detect US tax evasion and improve taxpayer compliance by requiring foreign financial institutions (FFIs) to report information related to the ownership by US citizens of assets held overseas. A 30% withholding tax is imposed on transactions with overseas financial institutions and other entities that fall within the scope of Fatca unless the institution concerned has concluded an agreement with the US Internal Revenue Service defining its reporting obligations, or the institution's home country has concluded an inter-governmental agreement (IGA) covering the relevant matters. There are two main forms of IGA, known as Model 1 and Model 2. Under the Model 1 IGA, institutions subject to Fatca report information to their own tax authorities for onward transmission to the US authorities. Under Model 2, institutions provide information directly to the American authorities.

Ahmad Zulkharnain Musa On August 21 2014, the Securities Commission (SC) released a public consultation paper on a proposed regulatory framework for equity crowdfunding (ECF) as an alternative funding channel. After input from the public, the SC released the public response paper on September 25 2014, with certain revisions to the proposed framework. Under the proposed framework, issuers must be locally incorporated private companies (other than exempt private companies). They are eligible to participate in the ECF through a web-based ECF platform via a primary offering to retail, sophisticated and angel investors. They can raise up to RM3 million ($842,000) within a 12-month period and a maximum of RM5 million. Sales of existing shares through the ECF will not be permitted.

Pedro Cortés Marta Mourão The Legislative Assembly is appraising a proposal to amend Decree Law 40/95/M of August 14, which establishes the right to compensation for occupational accidents and diseases. To further enhance the protection of rights of injured workers and to clarify the procedures necessary to compensate damages arising from occupational accidents and diseases, the draft law provides for a wider range of situations that may be considered an occupational accident.

Banji Adenusi Recent mezzanine financing in Nigeria continues to adapt globally accepted structures to meet local conditions, especially in view of the recent economic reality. A key concern for foreign lenders relates to the structure of the transaction. This has taken the dimension of junior secured loans subordinated to senior lenders, in which the obligations of the borrower group to repay is passed through special purpose vehicles (SPVs) set up to warehouse the assets of the borrower group, with the SPV maintaining back-to-back service contracts with the borrower group. Two asset financing and expansion transactions in the oil-servicing sector recently adopted this structure. In both instances, assets were split between two SPVs, with the mezzanine lender acquiring a subordinated claim to the assets of the first SPV, and a first ranking claim to the assets and receivables of the second SPV. What is most interesting (although usual from an international standpoint) is the common thread running through these transactions – the insistence by the lenders on the inclusion of cross-default and cross-acceleration provisions in the financing agreements in relation to the borrower's other financings, creating a domino effect on the borrower's obligations. Counterparties often negotiate these provisions, including the instances that trigger the operation of the clauses, along with the restructuring conditions. From the lender's perspective, these provisions are designed to mitigate the broad spectrum default events that a transaction might be exposed to, with a view to expanding the scope under which a mezzanine lender can accelerate outstanding repayments. The borrower's inability to meet its financial obligations to its other financiers raises credible concerns about its ability to meet obligations to the mezzanine lender, with the implication that rather than wait for a payment default under its facility to the borrower, it would exercise the right to sit with the senior lenders as creditors of the borrower.

Rocky Alejandro L Reyes In 2013, after several decades of implementing measures to solve its economic problems, the Philippines attained an investment grade rating from the big three credit rating agencies. The investment grade rating and the fast pace of economic development in the Philippines should have attracted a lot of foreign direct investment (FDI). However, Philippine laws' restrictions on foreign ownership of land, educational institutions, public utilities and mass media, to name a few, continued to hinder the growth of such investment. Many foreign ownership restrictions on certain business activities remain in the Constitution and statutes. For example, the ownership of private lands is exclusively reserved for Philippine citizens and corporations with at least 60% of its capital owned by Filipino citizens. The exploitation of natural resources, including all modes of potential energy, is subject to the same nationality requirement. This limited foreign equity investment in renewable energy development, such as hydro, geothermal, wind and solar power generation.