(l-r) Hunton Andrews Kurth partner Fernando Alonso in Miami led the team that closed the deal. The other Miami-based attorneys who worked on this are senior attorney Stefano D'Aniello, partner B. Cary Tolley III and associates Andrew Spector, Carlos Garcia, Rail Seoane and Juan Olano.

Seven Miami attorneys helped a Latin American bank holding company close a $200 million debt offering in what's likely the first deal in the U.S. by this type of company.

Hunton Andrews Kurth attorneys guided Promerica Financial Corp. in selling the senior secured notes to U.S. institutional investors. Some of the proceeds were used to refinance old debt, and the rest will fund growth including acquisitions and expansion. The deal closed Nov. 14.

The offering gave noteholders an opportunity to invest in a diversified financial holding company, making their investment more secure. Panama-based Promerica holds nine banks in nine countries, many of which are thriving economically.

“It's a very diversified investment if you will because the banks are located throughout Central America, the Caribbean as well as Ecuador. These are markets that are growing very quickly and doing very well. They are oftentimes overlooked, but each of these countries with few exceptions are performing very nicely,” said Fernando Alonso, a Hunton Andrews partner who led the legal team. “I think the investors recognized that this was an interesting investment because of the diversification that Promerica represents, having so many different banks.”

Promerica holdings incude Banco Multiple Promerica S.A. in the Dominican Republic, Banco Promerica S.A. in Guatemala, Banco Promerica S.A. in El Salvador, Banco Promerica S.A. in Honduras, Banco de la Produccion S.A. in Nicaragua, Banco Promerica de Costa Rica S.A. in Costa Rica, St. Georges Bank & Company Inc. in Panama, Banco de la Produccion S.A. in Ecuador and St. Georges Bank & Trust Company in the Cayman Islands.

How does the geographic asset spread make the debt more secure?

“If you face a problem in one of the countries that you operate, in the case of Promerica I don't think it affects the overall because there's no one bank that's so dominant that would create … a problem,” Alonso said.

Promerica pledged the stock of three subsidiaries in case of a default, he said.

Alonso, who heads Hunton Andrews' Latin American practice, worked with Miami senior attorney Stefano D'Aniello; partner B. Cary Tolley III; and associates Andrew Spector, Carlos Garcia, Rail Seoane and Juan Olano. Associate Kim Nolte in Washington, D.C., and counsel James Davidson in Richmond, Virginia, also worked on the transaction.

The deal is a milestone as the first offering in the U.S. by a Latin American company that holds banks operating in several countries, according to Hunton Andrews.

“What we do in the industry is we look at precedents. We were not able to find another precedent,” Alonso said. In many offerings, “just the bank itself does the offering and very, very few are just the holding company of a bank and the only holding companies of banks as far as we know are the ones that own a bank, one bank. This owns nine.”

While the debt was offered internationally, mainly U.S. institutional investors were receptive. Alonso declined to name the investors, only saying they include asset managers, pension funds and financial institutions.

The notes are due 2024 and have been listed on the Luxembourg Stock Exchange.

This was a smooth deal with the sale taking about 10 days, Alonso said.

“I'd love to tell you it was very difficult, but it really wasn't,” he added.

But unforeseen obstacles included an August market correction and the devaluation of some foreign currencies.

“You work very hard to get this stuff done, and the world markets have to cooperate with you,” Alonso said. “If anything, there was a special effort that had to be made … in view of the very volatile market conditions that the bond came out in.”

Alonso said the deal ultimately was made easy by the collaboration of the parties and their attorneys, Alonso said.

The lead bookrunners were Credit Suisse Securities LLC and Bank of America Merrill Lynch. New York-based Cleary Gottlieb Steen & Hamilton, Panama-based ARIFA, Ferrere in Ecuador and Arias in Guatemala represented the bookrunners.

The Hunton Andrews team also worked with Promerica's Latin America-based counsel, including Panama's Aleman, Cordero, Galindo & Lee.

Hunton Andrews has represented Promerica in other deals, including the 2014 acquisition of a majority stake in what would become its Ecuadorean bank and the 2016 acquisition of two Guatemalan banks. Alonso led both deals.

The deal speaks to increasing interest by Latin American companies in bond offerings.

“They are looking to lawyers here in Miami for assistance in connection with the preparation in order to help prepare themselves for an offering,” Alonso said. “I think there's renewed interest.”